Common use of FATCA Information Clause in Contracts

FATCA Information. (a) Subject to paragraph (c) below, the Agent shall, within ten Business Days of a reasonable request by the Company or a Lender: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (cclause 15.24(c) below, the Agent each Party shall, within ten Business (10) Banking Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 15.24(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (aClause 15.24(a) above shall not oblige the Agent any Facility Beneficiary to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aclause 15.24(a) above (including, for the avoidance of doubt, where paragraph (cclause 15.24(c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Facility Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Facility Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Facility Agent may require to certify or establish the status of such Lender under FATCA. The Facility Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Facility Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Facility Agent in writing of its legal inability to do so. The Facility Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and; (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA; and (iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation or exchange of information regime. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(ia) (i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such party for purposes of this paragraph (c). (d) If the Agent a Party fails to confirm its status whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) then if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%% (or such other percentage prescribed under FATCA from time to time), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) belowclause 14.8(c), the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent if a Party confirms to another Party pursuant to paragraph (a)(iclause 14.8(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (aClause 14.8(a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aclause 14.8(a) above (including, for the avoidance of doubt, where paragraph (cclause 14.8(c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to sub-paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party, then such Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” ", then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent., until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 13.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) then if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor, or where the BPIFAE Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where the Borrower is not a US Tax Obligor, the date of a request from the BPIFAE Agent, supply to the BPIFAE Agent: (A) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (B) any withholding statement and other documentation, authorisations and waivers as the BPIFAE Agent may require to certify or establish the status of such Lender under FATCA. The BPIFAE Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The BPIFAE Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the BPIFAE Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the BPIFAE Agent in writing of its legal inability to do so. The BPIFAE Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The BPIFAE Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent (or such other percentage prescribed under FATCA from time to time); and (iii) none of the Obligors shall be required to make a FATCA Payment to such Party, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and Documents(and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (cSection 4.5(c) below, the Agent shall, within ten Business Days promptly following its receipt of a reasonable request by from the Company Administrative Agent to such effect, each Obligor or a LenderLender shall: (i) confirm to that other Party the Administrative Agent whether or not it is: (A) a FATCA Exempt Party; or (B) not is a FATCA Exempt Party; and (ii) supply to that other Party the Administrative Agent such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US U.S. Treasury Regulations or other official guidance including intergovernmental agreements) as that other Secured Party reasonably requests for the purposes of that other Secured Party’s compliance with FATCA. (b) If the Agent any Obligor or Lender confirms to another Party pursuant to paragraph (a)(iSection 4.5(a) above that it is a FATCA Exempt Party and it but subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent it shall notify that other Party reasonably promptlythe Administrative Agent promptly after becoming aware thereof. (c) Paragraph (a) above shall not oblige the Agent to do anything which would If any Obligor or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent Lender fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aSection 4.5(a) above (including, for the avoidance of doubt, where paragraph (c) above applies)above, then: (i) if the Agent such Obligor or Lender failed to confirm whether it is (and/or remains) a FATCA Exempt Party Party, then the Agent such Obligor shall be treated for the purposes of the Finance Loan Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent such Obligor or Lender failed to confirm its applicable “passthru payment percentage” ”, then the Agent such Obligor or Lender shall be treated for the purposes of the Finance Loan Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent relevant Obligor provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lender: other Party: (i) confirm to that the other Party whether it is: : (A) a FATCA Exempt Party; or or (B) not a FATCA Exempt Party; and and (ii) supply to that the other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that the other Party reasonably requests for the purposes of that the other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another the other Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that the other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent either Party to do anything which would or might in its reasonable opinion constitute a breach of: : (i) any law or regulation; ; (ii) any fiduciary duty; or or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of this Guarantee and the Finance Leasing Documents as if it is not a FATCA Exempt Party; and and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is one hundred per cent. (100%), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to sub-paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is one hundred per cent. (100%), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA, it being understood that any information, documentation or confirmation required from an Obligor shall be given to the Facility Agent. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i12.9(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent:

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i13.4(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (cb) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A1) a FATCA Exempt Party; or (B2) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 11.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) belowclause 17.12(c), the Agent each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” pass thru percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 17.12(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (aClause 17.12(a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Finance Party; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aclause 17.12(a) above (including, for the avoidance of doubt, where paragraph (cclause 17.12(c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Finance Party; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm (by providing United States Internal Revenue Service Form W-8BEN-E or any successor form or certificate on which such Party provides its FATCA status and, where applicable, its “global intermediary identification number,” if any) to that other Party whether it is: (A1) a FATCA Exempt Party; or (B2) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i7.10(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If an Obligor is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Bank shall, within ten Business Days of: (i) where an Obligor is a US Tax Obligor and the relevant Bank is an Original Bank, the date of this Agreement; (ii) where an Obligor is a US Tax Obligor and the relevant Bank is a Transferee Bank, the date of any relevant Transfer Certificate; or (iii) where the Obligor is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (iv) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (v) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Bank under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Bank pursuant to this paragraph (e) to the Account Party and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Bank agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Account Party. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, each Party shall, on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent shallor any Issuing Bank under the Finance Documents, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph 12.6 (a)(ia) (i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to sub-paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is one hundred per cent. (100%), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) 12.8.1 Subject to paragraph (c) 12.8.3 below, the Agent each party to a Finance Document shall, within ten Business Days of a reasonable request by another party to the Company or a LenderFinance Documents: (ia) confirm to that other Party party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and (iib) supply to that other Party the requesting party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US U.S. Treasury Regulations regulations or other official guidance including intergovernmental agreements) as that other Party the requesting party reasonably requests for the purposes of that other Partysuch requesting party’s compliance with FATCA. (b12.8.2 Each Finance Party shall also give a confirmation to the Borrower under clause 12.8.1(a) above on or before 5 December 2013. 12.8.3 If the Agent a party to any Finance Document confirms to another Party party pursuant to paragraph (a)(iclause 12.8.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party and the Agent reasonably promptly. (c) Paragraph (a) 12.8.4 Clause 12.8.1 above shall not oblige the Agent to any Finance Party to: (a) do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any fiduciary dutyduty or any duty of confidentiality; or (iiib) disclose any duty confidential information (including, without limitation, its tax returns and calculations), provided that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of confidentialitysuch Finance Party for purposes of this clause 12.8.4. (d) 12.8.5 If the Agent a party to any Finance Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above clause 12.8.1 (including, for the avoidance of doubt, where paragraph (c) above 12.8.4 applies), or fails to confirm its status in accordance with 12.8.2, then: (ia) if the Agent that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iib) if the Agent that party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph sub-clause (c) below), the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph sub-clause (a)(ia)(i)(A) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph Sub-clause (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph Sub-clause (a) above (including, for the avoidance of doubt, where paragraph Sub-clause (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i14.6(a)(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent., until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Loan Party, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where the Borrower is a US Tax Loan Party and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Loan Party and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where the Borrower is not a US Tax Loan Party, the date of a request from the Agent, supply to the Agent: (iv) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (v) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph subclause (c) below, the Agent each party to a Security Document shall, within ten Business Banking Days of a reasonable request by another party to the Company or a LenderSecurity Documents: (i) confirm to that other Party party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and (ii) supply to that other Party the requesting party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the regulations of the US Treasury Regulations Department or other official guidance including intergovernmental agreements) as that other Party the requesting party reasonably requests for the purposes of that other Partysuch requesting party’s compliance with FATCA. (b) If the Agent a party to any Security Document confirms to another Party party pursuant to paragraph subclause (a)(ia) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party and the Agent reasonably promptly. (c) Paragraph Subclause (a) above shall not oblige the Agent any Lender to do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any policy of that Lender, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such Lender for purposes of this subclause (c). (d) If the Agent a party to any Security Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph subclause (a) above (including, for the avoidance of doubt, where paragraph subclause (c) above applies), then: (i) if the Agent that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Security Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such party shall be treated for the purposes of the Finance Security Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 14.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Finance Party; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.. 560734-v2\BAHDMS

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent., until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, each party to the Agent Finance Documents shall, within ten Business Days of a reasonable request by another party to the Company or a Lender: Finance Documents: (i) confirm to that other Party party whether it is: : (A) a FATCA Exempt Party; or or (B) not a FATCA Exempt Party; and and (ii) supply to that other Party party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party party reasonably requests for the purposes of that other Party’s party's compliance with FATCA.; (b) If the Agent if a party to any Finance Document confirms to another Party party pursuant to sub-paragraph (a)(ii) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party reasonably promptly.; (c) Paragraph paragraph (a) above shall not oblige the Agent Lender to do anything which would or might in its reasonable opinion constitute a breach of: : (i) any law or regulation; ; (ii) any fiduciary duty; or or (iii) any duty of confidentiality.; Provided however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such party for purposes of this paragraph (c), (d) If the Agent if a party to any Finance Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: then (i) if the Agent that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent Party, such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and , and (ii) if the Agent that party failed to confirm its applicable “"passthru payment percentage” " then the Agent such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent shalleach Party must, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the relevant US Treasury Regulations regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent shall that Party must notify that other Party reasonably promptly. (c) Paragraph A Finance Party is not obliged to do anything under paragraph (a) above shall not oblige the Agent to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or or remains) a FATCA Exempt Party then the Agent shall such Party is to be treated for the purposes of the Finance Documents (and payments made under them) as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent shall such Party is to be treated for the purposes of the Finance Documents (and payments made thereunderunder them) as if its applicable “passthru payment percentage” percentage is 100%% (or such other percentage prescribed under FATCA from time to time), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a U.S. Tax Obligor, or where the Agent or, as the case may be, the Euro Swingline Agent, reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a U.S. Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a U.S. Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iv) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Agent or, as the case may be, the Euro Swingline Agent, supply to the Agent or, as the case may be, the Euro Swingline Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Agent or, as the case may be, the Euro Swingline Agent, may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent or, as the case may be, the Euro Swingline Agent, shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent, or, as the case may be, the Euro Swingline Agent, pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent, or, as the case may be, the Euro Swingline Agent, in writing of its legal inability to do so. The Agent, or, as the case may be, the Euro Swingline Agent, shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers or a copy of any such notification to the Borrower. The Agent or, as the case may be, the Euro Swingline Agent, shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be be, a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests re quests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Exemp t Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%% (or such other percentage prescribed under FATCA from time to time), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 12.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) then if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (A) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (B) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 13.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) then if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor, or where the COFACE Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where the Borrower is not a US Tax Obligor, the date of a request from the COFACE Agent, supply to the COFACE Agent: (A) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (B) any withholding statement and other documentation, authorisations and waivers as the COFACE Agent may require to certify or establish the status of such Lender under FATCA. The COFACE Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The COFACE Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the COFACE Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the COFACE Agent in writing of its legal inability to do so. The COFACE Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The COFACE Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (ai) Subject to paragraph (ciii) below, the Agent each party to a Finance Document shall, within ten 10 Business Days of a reasonable request by another party to the Company or a LenderFinance Documents: (iA) confirm to that other Party party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and (iiB) supply to that other Party the requesting party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US U.S. Treasury Regulations regulations or other official guidance including intergovernmental agreementsagreements or treaties) as that other Party the requesting party reasonably requests for the purposes of that other Party’s such requesting party's compliance with FATCA. (bii) If the Agent a party to any Finance Document confirms to another Party party pursuant to paragraph (a)(i) of Clause 22.7 (FATCA) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party and the Agent reasonably promptly. (ciii) Paragraph (ai) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any policy of that Creditor Party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such Creditor Party for purposes of this paragraph (iii). (div) If the Agent a party to any Finance Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (ai) above (including, for the avoidance of doubt, where paragraph (ciii) above applies), then: (iA) if the Agent that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iiB) if the Agent that party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is one hundred per cent. (100%), until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where a Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (iv) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (v) any withholding statement and other documentation, authorisations and waivers as the Facility Agent may require to certify or establish the status of such Lender under FATCA. The Facility Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrowers and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Facility Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Facility Agent in writing of its legal inability to do so. The Facility Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrowers. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent Borrower shall, within ten Business Days of a reasonable request by the Company or a LenderBank: (i) confirm to that other Party the Bank whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party the Bank such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party the Bank reasonably requests for the purposes of that other Partythe Borrower’s compliance with FATCA. (b) If the Agent Borrower confirms to another Party the Bank pursuant to paragraph (a)(iClause 14.1(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent Borrower shall notify that other Party the Bank reasonably promptly. (c) Paragraph (a) above shall not oblige either the Agent Bank or the Borrower to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent Borrower fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent Borrower failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent Borrower shall be treated for the purposes of the Finance Documents this Facility Agreement as if it is not a FATCA Exempt Party; and (ii) if the Agent Borrower failed to confirm its applicable “"passthru payment percentage” " then the Agent Borrower shall be treated for the purposes of the Finance Documents this Facility Agreement (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Borrower provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A1) a FATCA Exempt Party; or (B2) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (aA) Subject to paragraph (cC) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (Aa) a FATCA Exempt Party; or (Bb) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (bB) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iA)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (cC) Paragraph (aA) above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (dD) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aA) above (including, for the avoidance of doubt, where paragraph (cC) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party, then such Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” ”, then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%% (or such other percentage prescribed under FATCA from time to time), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject subject to paragraph (c) below, the Agent each Party shall, within ten Business (10) Banking Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including including, without limitation, Internal Revenue Service Forms W-8 or W-9, its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA.; (b) If the Agent if a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it its subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly.; and (c) Paragraph paragraph (a) above above, shall not oblige the Agent any Creditor to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Creditor; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality provided that, for the avoidance of doubt, the disclosure of information required by Internal Revenue Service Forms W-8 and W-9 (or any equivalent or successor forms) shall not constitute a breach of duty of confidentiality.; and (d) If the Agent if a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party, such Party then the Agent shall be treated for the purposes of the Finance Security Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents arrangements relating to this Agreement (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.; and

FATCA Information. (a) Subject ssubject to paragraph (c) below, the Agent each Party shall, within ten Business (10) Banking Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA.; (b) If the Agent if a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it its subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly.; and (c) Paragraph paragraph (a) above above, shall not oblige the Agent any Creditor to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Creditor; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent if a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party, such Party then the Agent shall be treated for the purposes of the Finance Security Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents arrangements relating to this Agreement (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i13.6(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where an Original Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor on a Transfer Date or on the effective date of an Increase Confirmation and the relevant Lender is: (A) a New Lender, the relevant Transfer Date; or (B) an Increase Lender or an Accordion Lender which was not previously a Party, the effective date of the applicable Increase Confirmation. (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (i) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (ii) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i16.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent., until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) belowclause 17.12(c), the Agent each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 17.12(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (aClause 17.12(a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Finance Party; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aclause 17.12(a) above (including, for the avoidance of doubt, where paragraph (cclause 17.12(c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. . (b) If the Agent a Party confirms to another Party pursuant to paragraph 13.6 (a)(ia) (i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) The provisions in this clause 8.14 shall apply after the FATCA Application Date. 8.14.1 Subject to paragraph (c) clause 8.14.3 below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (ia) confirm to that other Party whether it is: (Ai) a FATCA Exempt Party; or (Bii) not a FATCA Exempt Party; and (iib) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) 8.14.2 If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 8.14.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) 8.14.3 Clause 8.14.1 above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (ia) any law or regulation; (iib) any fiduciary duty; or (iiic) any duty of confidentiality. (d) 8.14.4 If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) clause 8.14.1 above (including, for the avoidance of doubt, where paragraph (c) clause 8.14.3 above applies), then: (ia) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iib) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. Notwithstanding Section 2.15(e) or any other provision of this Agreement to the contrary: (ai) Subject to paragraph (ciii) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (iA) confirm to that other Party whether it is:: 1160381.015-CHISR02A - MSW (A1) a FATCA Exempt Party; or (B2) not a FATCA Exempt Party; and; (iiB) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; (C) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime. (bii) If the Agent a Party confirms to another Party pursuant to paragraph (a)(ii)(A) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, not or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (ciii) Paragraph (ai) above shall not oblige the any Lender or any Agent to do anything anything, and paragraph (i)(C) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of: (iA) any law or regulation; (iiB) any fiduciary duty; or (iiiC) any duty of confidentiality. (div) If the Agent a Party fails to confirm its status whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (ai)(A) or (B) above (including, for the avoidance of doubt, where paragraph (ciii) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt then such Party then the Agent shall be treated for the purposes of the Finance Loan Documents (and payments under them) as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (v) If a Co-Borrower is a U.S. Tax Obligor or the Administrative Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of: (A) where the Co-Borrower is a U.S. Tax Obligor and the relevant Lender is a Lender on the date of this Agreement, the date of this Agreement; (B) where a Co-Borrower is a U.S. Tax Obligor on a date on which a Lender becomes a Lender under this Agreement and the relevant Lender was not a Lender on the date of this Agreement, the relevant date on which such Lender becomes a Lender under this Agreement; 1160381.015-CHISR02A - MSW (C) the date a new U.S. Tax Obligor accedes as a Co-Borrower; or

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i8.4(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Finance Party; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%100 per cent, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US U.S. Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly.. 0040772-0000066 BT:1030359.12 44 (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) of Clause 14.9 above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party (other than JBIC and ADB) shall, within ten (10) Business Days of a reasonable request by the Company or a LenderIntercreditor Agent: (i) confirm to that other Party the Intercreditor Agent or the Borrower whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party the Intercreditor Agent or the Borrower such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US relevant United States Treasury Regulations regulations or other official guidance including intergovernmental agreements) as that other Party the Intercreditor Agent or the Borrower reasonably requests for the purposes of that any other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party the Intercreditor Agent or the Borrower pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be be, a FATCA Exempt Party, it shall promptly notify the Agent shall notify that other Party reasonably promptlyIntercreditor Agent. (c) Paragraph (a) above shall not oblige the Agent any Senior Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Senior Finance Party; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (cb) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent that Party shall be treated for the purposes of the Senior Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Senior Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is one hundred percent (100%), until (in each case) such time as the Agent that Party provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent shall, within ten Business Days of a reasonable request by the Company or a Lender:: 79148 (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent, until (in each case) such time as the Agent provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where a Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (iv) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (v) any withholding statement and other documentation, authorisations and waivers as the Facility Agent may require to certify or establish the status of such Lender under FATCA. The Facility Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrowers and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Facility Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Facility Agent in writing of its legal inability to do so. The Facility Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrowers. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) The provisions in this clause 8.13 shall apply after the FATCA Application Date. 8.13.1 Subject to paragraph (c) clause 8.13.3 below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (ia) confirm to that other Party whether it is: (Ai) a FATCA Exempt Party; or (Bii) not a FATCA Exempt Party; and (iib) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) 8.13.2 If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 8.13.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) 8.13.3 Clause 8.13.1 above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (ia) any law or regulation; (iib) any fiduciary duty; or (iiic) any duty of confidentiality. (d) 8.13.4 If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) clause 8.13.1 above (including, for the avoidance of doubt, where paragraph (c) clause 8.13.3 above applies), then: (ia) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iib) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Compliant Party; or (B) not a FATCA Exempt Compliant Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If Each Party shall promptly inform the Agent confirms to another Party pursuant to paragraph (a)(i) above that as soon as it is a FATCA Exempt Party and it subsequently becomes aware that it is not, not or has ceased to will not be a FATCA Exempt Compliant Party, the Agent shall notify that other Party reasonably promptly. (c) Paragraph Paragraphs (a) and (b) above shall not oblige the Agent oblige: (i) any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (iA) any law or regulation; (iiB) any fiduciary duty; orpolicy of that Finance Party; (iiiC) any duty of confidentiality; or (D) would be otherwise prejudicial to that Finance Party; or (ii) any Lender to confirm to another Lender whether it is: (A) a FATCA Compliant Party; or (B) not a FATCA Compliant Party. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Compliant Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Compliant Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such party for purposes of this paragraph (c). (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other requesting Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other requesting Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other requesting Party reasonably requests for the purposes of that other requesting Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party as soon as reasonably promptlypracticable. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent that Party provides the such requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where the Borrower is a US Tax Obligor and such Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor and such Lender has become a Lender after the date of this Agreement, the date on which such Lender becomes a Lender; and/or (iii) where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (iv) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (v) any withholding statement and other documentation, authorisations and waivers as the Facility Agent may require to certify or establish the status of such Lender under FATCA. The Facility Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and/or waivers provided to the Facility Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and/or waivers or promptly notify the Facility Agent in writing of its legal inability to do so. The Facility Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 14.7(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A1) a FATCA Exempt Party; or (B2) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation;; 1602149 21 Facility Agreement (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) of this Clause 18.8 above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status whether or not it is a FATCA Exempt Party, or to supply forms, documentation or other information requested in accordance with paragraph (aa)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt then such Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunderunder them) as if its applicable “passthru payment percentage” it is 100%, not a FATCA Exempt Party; until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall: (i) where an Original Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor on a date on which any other Lender becomes a Party as a Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where a Borrower is not a US Tax Obligor, on the date of a request from the Agent, supply to the Agent: (A) a withholding certificate on Form W-8, Form W-9 or any other relevant form certifying its status as a FATCA Exempt Party; or (B) any withholding statement or other document, authorization or waiver as the Agent may require to certify or establish its status of such Lender under FATCA or that other law or regulation. (f) The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower. (g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower. (h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i21.9(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).”; 17. the following shall be inserted as a new Clause 21.10 (FATCA Deduction):

FATCA Information. (a) Subject to paragraph (cClause 12.1.8(c) below, each Party (and in the Agent case of the Borrower, including each of the other Security Parties) shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its (and in the case of the Borrower, including each of the other Security Parties’) applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph Clause 12.1.8 (a)(ia) above that it (and in the case of the Borrower, including each of the other Security Parties) is a FATCA Exempt Party and it subsequently becomes aware that it (and in the case of the Borrower, including any of the other Security Parties) is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that the other Party reasonably promptly. (c) Paragraph (a) above In the event that a Finance Party fails to provide the information pursuant to this Clause 12.1.8, then such Finance Party shall not oblige the Agent be entitled to do anything which would or might in its reasonable opinion constitute a breach of: receive any additional amounts under Clause 8.11 (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentialityTaxes). (d) If the Agent a Party fails to confirm its (and in the case of the Borrower, including each of the other Security Parties’) status or to supply forms, documentation or other information requested in accordance with paragraph (aClause 12.1.8(a) above (including, for the avoidance of doubt, where paragraph (cClause 12.1.8(c) above applies), then: (i) if the Agent that Party failed to confirm whether it (and in the case of the Borrower, including each of the other Security Parties) is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its (and in the case of the Borrower, including each of the other Security Parties’) applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is one hundred per cent. (100%), until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US U.S. Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to sub-paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, , (iii) until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i8.4(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Finance Party; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%100 per cent, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, as soon as is reasonably practicable and in any event within ten Business Days of: (i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (iv) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (v) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall promptly provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i13.8(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent than such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to sub-paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent shallEach party will, within ten [***] Business Days of a reasonable request by the Company or a Lenderanother party: (i1) confirm to that other Party party whether or not it is: (A) a FATCA Exempt Party; or (B) not is a FATCA Exempt Party; and (ii2) supply provide to that other Party such forms, documentation and other party the information relating to its status under FATCA (including its applicable “passthru payment percentage” which the other party reasonably considers necessary to comply with or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s to demonstrate compliance with FATCA.; (b) If the Agent a party confirms to another Party pursuant to paragraph (a)(iparty under clause 6.9(a) above that it is a FATCA Exempt Party and that party must notify the other party as soon as reasonably practical after it subsequently becomes aware that it is not, or has ceased to be be, a FATCA Exempt Party, the Agent shall notify that other Party reasonably promptly. (c) Paragraph (aClause 6.9(a)(2) above shall will not oblige the Agent a Finance Party to do anything which would or might may in its reasonable opinion constitute a breach of: (i1) any law or regulation; (ii2) any fiduciary duty; or (iii3) any duty of confidentiality. (d) If the Agent a party fails to confirm its status whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph clause 6.9(a) (aincluding where clause 6.9(c) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent shall that party will be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if Party until the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent party provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender will, within [***] Business Days of: (1) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this agreement; (2) where the Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a Substitute Lender, the relevant Transfer Date; or (3) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (4) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or (5) any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation. (f) The Agent will provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender in accordance with clause 6.9(e) to the Borrower. (g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender under clause 6.9(e) is or becomes materially inaccurate or incomplete, the Lender will promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender will promptly notify the Agent). The Agent will provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower. (h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from the Lender under clauses 6.9(e) or (g) above without further verification. The Agent will not be liable for any action taken by it under or in connection with clauses 6.9(e), (f) or (g) above.

FATCA Information. (a) Subject to paragraph (c) below, the Agent shalleach Party must, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent shall that Party must notify that other Party reasonably promptly. (c) Paragraph A Finance Party is not obliged to do anything under paragraph (a) above shall not oblige the Agent to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) then if the Agent that Party failed to confirm whether it is (and/or or remains) a FATCA Exempt Party then the Agent shall be treated for the purposes of the Finance Documents as if it such Party is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunderunder them) as if its applicable “passthru payment percentage” it is 100%, not a FATCA Exempt Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i13.8(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of the Amendment and Restatement Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother party: (i) confirm to that other Party party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party party reasonably requests for the purposes of that other Party’s party's compliance with FATCA. (b) If the Agent a party confirms to another Party party pursuant to paragraph (a)(i16.S(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that party shall notify that other Party party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iii) if the Agent that party failed to confirm its applicable “"passthru payment percentage” " then the Agent such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph 13.9 (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent., until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of request by the Facility Agent; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (A) the date a new US Tax Obligor accedes as a Borrower; or (B) where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (1) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (2) any withholding statement and other documentation, authorisations and waivers as the Facility Agent may require to certify or establish the status of such Lender under FATCA. The Facility Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Facility Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Facility Agent in writing of its legal inability to do so. The Facility Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and (iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation;; |EU-DOCS\34803319.2|| (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (aa)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt then such Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunderunder them) as if its applicable “passthru payment percentage” it is 100%, not a FATCA Exempt Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If an Issuer is a U.S. Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Noteholder shall, within ten Business Days of: (i) where an Issuer is an Issuer on the date on which this Agreement is entered into and is a U.S. Tax Obligor and the relevant Noteholder is an Original Notes Purchaser, the date of this Agreement; (ii) where an Issuer is a U.S. Tax Obligor on a date on which any other Noteholder becomes a Party as a Noteholder, that date; (iii) the date a new U.S. Tax Obligor accedes as an Issuer; or (iv) where the Issuer is not a U.S. Tax Obligor, the date of a request from the Agent, supply to the Agent: (A) a withholding certificate on Form W-8 or Form W-9 (or any other relevant form) (as applicable); or (B) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Noteholder under FATCA or that other law or regulation. (f) The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Noteholder pursuant to paragraph (e) above to the relevant Issuer. (g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Noteholder pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Noteholder shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Noteholder to do so (in which case the Noteholder shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Issuer. (h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Noteholder pursuant to paragraph (e) to (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above. |EU-DOCS\34803319.2||

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i13.8(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.. 93954-4-1-v3.0 -44- 70-40529536

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%100 per cent., until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (( c) below, the Agent shall, within ten Business Days of a reasonable request by the Company or a Lender: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Finance Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party and the Facility Agent whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party and the Facility Agent such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Finance Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Finance Party shall notify that other Party and the Facility Agent reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Finance Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Finance Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Finance Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Finance Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Finance Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent Finance Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) belowclause 17.12(c), the Agent each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” pass thru percentage 10-▇▇▇▇▇▇▇▇-2\13845-2639 91 or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 17.12(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (aClause 17.12(a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of that Finance Party; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aclause 17.12(a) above (including, for the avoidance of doubt, where paragraph (cclause 17.12(c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” percentage then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. 18.1 Increased costs (a) Subject to clause 18.3 the Obligors shall, within 3 Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of: (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or (ii) compliance with any law or regulation made after the date of this Agreement; or (iii) to the extent the costs were not reasonably foreseeable as at the Fourth Restatement Date, the implementation or application of, or compliance with, Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates). (b) In this Agreement Increased Costs means: 10-16526587-2\13845-2639 92 (i) a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's) overall capital; (ii) an additional or increased cost; or (iii) a reduction of any amount due and payable under any Finance Document, which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or an Ancillary Commitment or funding or performing its obligations under any Finance Document.

FATCA Information. (a) 12.11.1 Subject to paragraph (c) clause 12.11.3 below, the Agent each Party shall, within ten 20 Business Days of a reasonable request by the Company or a Lenderanother Party: (ia) confirm to that other Party whether it is: (Ai) a FATCA Exempt Party; or (Bii) not a FATCA Exempt Party; and (iib) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” percentage or other information required under the US United States Department of Treasury Regulations regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) 12.11.2 If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 12.11.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige 12.11.3 If a Lender confirms to the Agent pursuant to do anything which would or might in its reasonable opinion constitute a breach of: (iclause 12.11.1(a) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether that it is (and/or remains) a FATCA Exempt Party then the Agent shall be treated for the purposes of the Finance Documents as if and either: (a) it is not at the time of such confirmation a FATCA Exempt Party; andor (b) it subsequently ceases to be a FATCA Exempt Party without notifying the Agent of such change pursuant to clause 12.11.2 above, and the Agent makes a payment to such Lender without making a FATCA Deduction in circumstances where a FATCA Deduction should have been made from that payment and would have been made had the Agent been aware of the circumstance in (i) or (ii) if above, that Lender shall pay to the Agent failed an amount equal to confirm its applicable “passthru payment percentage” then any loss, liability or cost which the Agent shall (acting reasonably) believes will be treated for the purposes of the Finance Documents or has been (and payments made thereunderdirectly or indirectly) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as suffered by the Agent provides the requested confirmation, forms, documentation or other informationas a result of such Agent not making such FATCA Deduction.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Banking Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A1) a FATCA Exempt Party; or (B2) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i7.6(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Creditor to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of this Agreement, the Finance Documents Note, or any Security Document as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents this Agreement, the Note, or any Security Document (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, , (iii) until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) 8.14.1 Subject to paragraph (c) clause 8.14.3 below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (ia) confirm to that other Party whether it is: (Ai) a FATCA Exempt Party; or (Bii) not a FATCA Exempt Party; and (iib) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) 8.14.2 If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 8.14.1(a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) 8.14.3 Clause 8.14.1 above shall not oblige the Agent any Party to do anything which would or might in its reasonable opinion constitute a breach of: (ia) any law or regulation; (iib) any fiduciary duty; or (iiic) any duty of confidentiality. (d) 8.14.4 If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) clause 8.14.1 above (including, for the avoidance of doubt, where paragraph (c) clause 8.14.3 above applies), then: (ia) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (iib) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lender: another Party: (i) confirm to that other Party whether it is: (A) is a FATCA Exempt Party; or (B) Party or is not a FATCA Exempt Party; and and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Creditor Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that information required (or equivalent to the information so required) by United States Internal Revenue Service Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such party for purposes of this paragraph (c). (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iClause 14.8(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.. 118798-4-1-v6.0 - 58 - 70-40539524

FATCA Information. (a) Subject to paragraph (c) below, the Agent shall, within ten Business Days of a reasonable request by the Company or a Lender: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent to do anything which would or might in its reasonable opinion constitute a breach of:: 77 = NUMPAGES 135-2 133 (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%100 per cent, until (in each case) such time as the Agent provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lender: other Party: (ia) confirm to that the other Party whether it is: : (A) a FATCA Exempt Party; or or (B) not a FATCA Exempt Party; and and (iib) supply to that the other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that the other Party reasonably requests for the purposes of that the other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another the other Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that the other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent either Party to do anything which would or might in its reasonable opinion constitute a breach of: : (ia) any law or regulation; ; (iib) any fiduciary duty; or or (iiic) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (ia) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of this Guarantee and the Finance Leasing Documents as if it is not a FATCA Exempt Party; and and (iib) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is one hundred per cent. (100%, ), (e) until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) belowclause 12.8(d), the Agent confirms to the Borrower at the date of this Agreement that it is not a FATCA Exempt Party. (b) Subject to clause 12.8(d), each Party shall, within ten 10 Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “"passthru payment percentage” " or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s 's compliance with FATCA. (bc) If the Agent a Party confirms to another Party pursuant to paragraph (a)(iclause 12.8(b)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (cd) Paragraph (aClause 12.8(a) above and Clause 12.8(b) shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (de) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (aclause 12.8(b) above (including, for the avoidance of doubt, where paragraph (cclause 12.8(d) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “"passthru payment percentage” " then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (f) If the Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within 10 Business Days of: (i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as the Borrower; or (iv) where the Borrower is not a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this clause 12.8(f) to the Borrower and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this clause 12.8(f). (g) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to clause 12.8(f) is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower. The Agent shall not be liable for any action taken by it under or in connection with this clause 12.8(g).

FATCA Information. Notwithstanding Section 2.15(e) or any other provision of this Agreement to the contrary: (ai) Subject to paragraph (ciii) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (iA) confirm to that other Party whether it is:: 1066931.03C-CHISR01A - MSW (A1) a FATCA Exempt Party; or (B2) not a FATCA Exempt Party; and; (iiB) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; (C) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime. (bii) If the Agent a Party confirms to another Party pursuant to paragraph (a)(ii)(A) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, not or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (ciii) Paragraph (ai) above shall not oblige any Lender or the Administrative Agent to do anything anything, and paragraph (i)(C) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of: (iA) any law or regulation; (iiB) any fiduciary duty; or (iiiC) any duty of confidentiality. (div) If the Agent a Party fails to confirm its status whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (ai)(A) or (B) above (including, for the avoidance of doubt, where paragraph (ciii) above applies), then: (i) if the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt then such Party then the Agent shall be treated for the purposes of the Finance Loan Documents (and payments under them) as if it is not a FATCA Exempt Party; and (ii) if the Agent failed to confirm its applicable “passthru payment percentage” then the Agent shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, Party until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (v) If the Borrower is a U.S. Tax Obligor or the Administrative Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of: (A) where the Borrower is a U.S. Tax Obligor and the relevant Lender is a Lender on the date of this Agreement, the date of this Agreement; (B) where the Borrower is a U.S. Tax Obligor on a date on which a Lender becomes a Lender under this Agreement and the relevant Lender was not a Lender on the date of this Agreement, the relevant date on which such Lender becomes a Lender under this Agreement; (C) the date a new U.S. Tax Obligor accedes as the Borrower; or (D) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Administrative Agent,

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten (10) Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph 12.6 (a)(ia) (i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to paragraph (c) below, the Agent each Party shall, within ten Business Days of a reasonable request by the Company or a Lenderanother Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; and (ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA. (b) If the Agent a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, the Agent that Party shall notify that other Party reasonably promptly. (c) Paragraph (a) above shall not oblige the Agent any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If the Agent a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if the Agent that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then the Agent such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and (ii) if the Agent that Party failed to confirm its applicable “passthru payment percentage” then the Agent such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Agent Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: (i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where no Borrower is a US Tax Obligor, the date of a request from the Agent, supply to the Agent: (v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or (vi) any withholding statement and other documentation, authorisations and waivers as the Agent may require to certify or establish the status of such Lender under FATCA. The Agent shall provide any withholding certificate, withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Company and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (e). (f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Company. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f).