Common use of FATCA Information Clause in Contracts

FATCA Information. (a) Subject to clause 15.24(c) below, each Party shall, within ten (10) Banking Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(a) above shall not oblige 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 a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(a) above (including, for the avoidance of doubt, where clause 15.24(c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party the Agent shall, within ten (10) Banking Business Days of a reasonable request by another Partythe 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party the Agent confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party the Agent shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party the Agent fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party the Agent shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party the Agent failed to confirm its applicable “passthru payment percentage” then such Party the Agent shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question Agent provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the 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 clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 ; and (iii) supply to that other Party such forms, documentation and other information may be given in accordance relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with law and any other relevant obligationslaw, regulation or exchange of information regime. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(isub-paragraph (i) 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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary Creditor Party to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If 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 clause 15.24(asub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents (and payments under them) as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Lender knows or has reason to know that 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 the Lender knows or has reason to know that a Borrower is a US Tax Obligor and the relevant Lender is a Party as at the date of this Agreement, the date of this Agreement; (ii) where the Lender knows or has reason to know that a Borrower is a US Tax Obligor and the relevant Lender became a Party after the date of this Agreement, the date on which the relevant Transfer Certificate became effective; or (iii) the date of a request from the Agent, supply to the Agent: (iv) a withholding certificate on US Internal Revenue Service 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 Borrowers, to the extent required for compliance with FATCA or any other law or regulation, 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 Borrowers, to the extent required for compliance with FATCA or any other law or regulation. 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 clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 ; and (iii) supply to that other Party such forms, documentation and other information may be given in accordance relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with law and any other relevant obligationslaw, regulation, or exchange of information regime. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (a)(i) 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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary Finance Party to do anything anything, and paragraph (a)(iii) above shall not oblige any other 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If 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 clause 15.24(aparagraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents (and payments under them) as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question 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 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 on a date on which any other Lender becomes a Party as a Lender, that 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: (A) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or (B) any withholding statement or other document, authorization 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 shall provide any withholding certificate, withholding statement, document, authorization or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower. (g) If any withholding certificate, withholding statement, document, authorization 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, authorization or waiver to the Agent unless it is unlawful for that Lender to do so (in which case that Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorization or waiver to the Borrower. (h) The Agent may rely on any withholding certificate, withholding statement, document, authorization 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 clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 ; (iii) supply to that other Party such forms, documentation and other information may be given in accordance relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with law and any other relevant obligationslaw, regulation, or exchange of information regime. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (a)(i) 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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary Finance Party to do anything anything, and paragraph (a)(iii) above shall not oblige any other 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If 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 clause 15.24(aparagraph (a)(i) or (ii) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents (and payments under them) as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the 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, within ten (10) 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 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 a 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, Form W-9 or any other relevant form; or (B) 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 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, such 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 paragraph (e), (f) or (g) above.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 ; and (iii) supply to that other Party such forms, documentation and other information may be given in accordance relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with law and any other relevant obligationslaw, regulation, or exchange of information regime. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (a)(i) 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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary Finance Party to do anything anything, and paragraph (a)(iii) above shall not oblige any other 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If 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 clause 15.24(aparagraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents (and payments under them) as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the 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, 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 date on which any other Lender becomes a Party as a Lender, that date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where a 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, Form W-9 or any other relevant form; or (B) 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 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 paragraph (e), (f) or (g) above.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by 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; (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, provided however ; and (iii) supply to that other Party such forms, documentation and other information may be given in accordance relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with law and any other relevant obligationslaw, regulation or exchange of information regime. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 fiduciary duty; or (iii) , any policy of that Facility Beneficiary; (iv) party, any fiduciary 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 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 clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) then if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, on the date of the Bareboat Charter, and thereafter within ten (10) Banking Business Days of a reasonable request by another the other Party: (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 the requesting party (with a copy to all other Party relevant parties) such formsother form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other documentation and other information relating to its status under FATCA (including its applicable “passthru payment "pass thru percentage” " or other information required under the US Treasury Regulations FATCA or other official guidance including intergovernmental agreements) as that other Party the requesting party reasonably requests for the purposes purpose of that other Party’s the requesting 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 a Party confirms to another any other Party pursuant to clause 15.24(a)(i) above that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing 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, or that Party the said form provided has ceased to be correct or valid, that party shall so notify that all other Party relevant parties or provide the relevant revised form, as applicable, reasonably promptly. (c) Nothing in this Clause 15.24(a) above shall not oblige any Facility Beneficiary a Party to do anything which would or might or, in its reasonable opinion opinion, might constitute a breach of: (i) of any law or regulation; (ii) any fiduciary duty; or (iii) , any policy of that Facility Beneficiary; (iv) party, any fiduciary duty or any duty of confidentiality. (d) If a Party fails to confirm its status , or to supply forms, documentation or other disclose any confidential information requested in accordance with clause 15.24(a) above (including, for the avoidance of doubtwithout limitation, its tax returns and calculations); provided, however, that nothing in this paragraph shall excuse a Party from providing a true, complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where clause 15.24(capplicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall not be treated as confidential information of such party for the purposes of the Facility Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other informationthis paragraph.

FATCA Information. (a) Subject to clause 15.24(c) below14.8(c), each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 if a Party confirms to another Party pursuant to clause 15.24(a)(i14.8(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(a14.8(a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(a14.8(a) above (including, for the avoidance of doubt, where clause 15.24(c14.8(c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(isub-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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party Party, then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” ", then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(csubclause (c) below, each Party party to a Security Document shall, within ten (10) Banking Days of a reasonable request by another Partyparty to the Security 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party party to any Security Document confirms to another Party party pursuant to clause 15.24(a)(isubclause (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, that Party party shall notify that other Party party and the Agent reasonably promptly. (c) Clause 15.24(aSubclause (a) above shall not oblige any Facility Beneficiary Lender to do anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) any fiduciary duty; or (iii) , any policy of that Facility Beneficiary; (iv) Lender, any fiduciary 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 a Party party to any Security Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(asubclause (a) above (including, for the avoidance of doubt, where clause 15.24(csubclause (c) above applies), then: (i) if that Party party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party party shall be treated for the purposes of the Facility Security Documents as if it is not a FATCA Exempt Party; and (ii) if that Party party failed to confirm its applicable “passthru payment percentage” percentage then such Party party shall be treated for the purposes of the Facility Security Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Party party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking 10 Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cSection 4.5(c) below, each Party shall, within ten (10) Banking Days promptly following its receipt of a reasonable request by another Partyfrom the Administrative Agent to such effect, each Obligor or Lender 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party any Obligor or Lender confirms to another Party pursuant to clause 15.24(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, that Party it shall notify that other Party reasonably promptlythe Administrative Agent promptly after becoming aware thereof. (c) Clause 15.24(a) above shall not oblige If any Facility Beneficiary to do anything which would Obligor 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 a Party Lender fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aSection 4.5(a) above (including, for the avoidance of doubt, where clause 15.24(c) above applies)above, then: (i) if that Party such Obligor or Lender failed to confirm whether it is (and/or remains) a FATCA Exempt Party Party, then such Party Obligor shall be treated for the purposes of the Facility Loan Documents as if it is not a FATCA Exempt Party; and (ii) if that Party such Obligor or Lender failed to confirm its applicable “passthru payment percentage” ”, then such Party Obligor or Lender shall be treated for the purposes of the Facility Loan Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question relevant Obligor provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each FATCA Relevant Party shall, within ten (10) Banking Business Days of a reasonable request by another PartyFATCA Relevant Party shall: (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 the requesting party such other Party such formsform or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under as the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party requesting party reasonably requests for the purposes purpose of that other Partyparty’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 a FATCA Relevant Party confirms to another any other FATCA Relevant Party pursuant to clause 15.24(a)(i) above that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing 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, or that Party the IRS form has ceased to be accurate or valid, that party shall so notify that the other FATCA Relevant Party reasonably promptlypromptly or provide a revised IRS form, as applicable. (c) Nothing in this Clause 15.24(a) above 22.6 shall not oblige obligate any Facility Beneficiary FATCA Relevant Party to do anything which would or might or, in its reasonable opinion opinion, might constitute a breach of: (i) of any law or regulation; (ii) any fiduciary duty; or (iii) , any policy of that Facility Beneficiary; (iv) party, any fiduciary duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); Provided that nothing in this paragraph shall excuse any FATCA Relevant Party from providing a true complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party for purposes of this paragraph. (d) If a FATCA Relevant Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(a) above (includingthe provisions of this Agreement or the provided information is insufficient under FATCA, for the avoidance of doubt, where clause 15.24(c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party party shall be treated for the purposes of the Facility Documents as if it is not were a FATCA Non-Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party party in question provides the requested sufficient confirmation, forms, documentation or other informationinformation to establish the relevant facts.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 it being understood that such formsany information, documentation and other information may or confirmation required from an Obligor shall be given in accordance with law and other relevant obligationsto the Facility Agent. (b) If a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the 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 clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 ; (iii) supply to that other Party such forms, documentation and other information may be given in accordance relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with law and any other relevant obligationslaw, regulation, or exchange of information regime. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (a)(i) 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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary Finance Party to do anything anything, and paragraph (a)(iii) above shall not oblige any other 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If 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 clause 15.24(aparagraphs (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents (and payments under them) as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information. (e) If a Borrower is a US Tax Obligor or the Facility 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: (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 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 a Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (A) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or (B) any withholding statement or other document, authorisation or waiver as the Facility Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation. (f) The Facility 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 Facility 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 Facility Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower. (h) The Facility 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 Facility Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility 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 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 clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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; orpolicy of that Finance Party; (iii) any policy of that Facility Beneficiary;fiduciary duty; or (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” percentage then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(isub-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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” " then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another the 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another the other Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that the other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of this Guarantee and the Facility Leasing Documents as if it is not a FATCA Exempt Party; and and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” " then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) 12.8.1 Subject to clause 15.24(c) paragraph 12.8.3 below, each Party party to a Finance Document shall, within ten (10) Banking Business Days of a reasonable request by another Partyparty to the Finance 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (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 a Party party to any Finance Document confirms to another Party party pursuant to clause 15.24(a)(i12.8.1(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, that Party party shall notify that other Party party and the Agent reasonably promptly. (c) 12.8.4 Clause 15.24(a) 12.8.1 above shall not oblige any Facility Beneficiary to 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 policy 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 that Facility Beneficiary; (iv) any duty such Finance Party for purposes of confidentialitythis clause 12.8.4. (d) 12.8.5 If a Party party to any Finance Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(a) above 12.8.1 (including, for the avoidance of doubt, where clause 15.24(c) above 12.8.4 applies), or fails to confirm its status in accordance with 12.8.2, then: (ia) if that Party party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (iib) if that Party party failed to confirm its applicable “passthru payment percentage” percentage then such Party party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Party party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(i12.6 (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” " then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(isub-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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Documents (and Finance Documents(and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (ai) Subject to clause 15.24(cparagraph (iii) below, each Party party to a Finance Document shall, within ten (10) Banking 10 Business Days of a reasonable request by another Partyparty to the Finance 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 formsforms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable), 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 the requesting party reasonably requests for the purposes of that other Party’s such requesting 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.; (bii) If a Party party to any Finance Document confirms to another Party party pursuant to clause 15.24(a)(iClause 22.8(a)(i) above that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing 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, or that Party the IRS Form has ceased to be valid, that party shall notify that other Party party reasonably promptly.; (ciii) Clause 15.24(aSub-clause (i) above shall not oblige any Facility Beneficiary 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 fiduciary duty; or (iii) , any policy of that Facility Beneficiaryparty, any fiduciary 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 IRS Forms W-8 or W-9 (or any successor forms) shall not be treated as confidential information of such party for purposes of this sub-clause (iii); (iv) any duty of confidentiality. (d) If a Party party to any Finance Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with sub-clause 15.24(a(i) above (including, for the avoidance of doubt, where sub-clause 15.24(c(iii) above applies), then: (iA) if that Party party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (iiB) if that Party party failed to confirm its applicable “passthru payment percentage” percentage then such Party party shall be treated for the purposes of the Facility 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 Party party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (b) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking 10 Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject ssubject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations.; (b) If if a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly.; and (c) Clause 15.24(aparagraph (a) above above, shall not oblige any Facility Beneficiary 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; orpolicy of that Creditor; (iii) any policy of that Facility Beneficiary;fiduciary duty; or (iv) any duty of confidentiality. (d) If if a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then Party, such Party shall be treated for the purposes of the Facility Security Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” percentage then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the 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 clause 15.24(cparagraph (c) below, each Party the Agent shall, within ten (10) Banking Business Days of a reasonable request by another Party: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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party the Agent confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party the Agent shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party the Agent fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party the Agent shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party the Agent failed to confirm its applicable “passthru payment percentage” then such Party the Agent shall be treated for the purposes of the Facility 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 Party in question Agent provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the 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 clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 fiduciary duty; or (iii) , any policy of that Facility Beneficiary; (iv) party, any fiduciary 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 a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” " then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by 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 (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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 fiduciary duty; or (iii) , any policy of that Facility Beneficiary; (iv) party, any fiduciary 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 a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” " then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another the 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another the other Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that the other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 (iii) any policy of that Facility Beneficiary; (ivc) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (ia) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of this Guarantee and the Facility Leasing Documents as if it is not a FATCA Exempt Party; and and (iib) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cClause 12.1.8(c) below, each Party (and in the case of the Borrower, including each of the other Security Parties) shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iClause 12.1.8 (a) 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, that Party shall notify that the other Party reasonably promptly. (c) In the event that a Finance Party fails to provide the information pursuant to this Clause 15.24(a) above 12.1.8, then such Finance Party shall not oblige be entitled to receive any Facility Beneficiary to do anything which would or might in its reasonable opinion constitute a breach of: additional amounts under Clause 8.11 (i) any law or regulation; (ii) any fiduciary duty; or (iii) any policy of that Facility Beneficiary; (iv) any duty of confidentialityTaxes). (d) If 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 clause 15.24(aClause 12.1.8(a) above (including, for the avoidance of doubt, where clause 15.24(cClause 12.1.8(c) above applies), then: (i) if 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 such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if 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 such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(isub-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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, , (iii) until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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; orpolicy of that Finance Party; (iii) any policy of that Facility Beneficiary;fiduciary duty; or (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” percentage then such Party shall be treated for the purposes of the Facility 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 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 clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. . (b) If a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” " then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) 8.14.1 Subject to clause 15.24(c) 8.14.3 below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) 8.14.2 If a Party confirms to another Party pursuant to clause 15.24(a)(i8.14.1(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, that Party shall notify that other Party reasonably promptly. (c) 8.14.3 Clause 15.24(a) 8.14.1 above shall not oblige any Facility Beneficiary 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 (iii) any policy of that Facility Beneficiary; (ivc) any duty of confidentiality. (d) 8.14.4 If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(a) 8.14.1 above (including, for the avoidance of doubt, where clause 15.24(c) 8.14.3 above applies), then: (ia) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (iib) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking 10 Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” " then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph ( c) below, each Party the Agent shall, within ten (10) Banking Business Days of a reasonable request by another Partythe 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party the Agent confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party the Agent shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party the Agent fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party the Agent shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party the Agent failed to confirm its applicable “passthru payment percentage” then such Party the Agent shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question Agent provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph 21.9(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the 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 clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of this Agreement, the Facility Documents Note, or any Security Document as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) 12.11.1 Subject to clause 15.24(c) 12.11.3 below, each Party shall, within ten (10) Banking 20 Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) 12.11.2 If a Party confirms to another Party pursuant to clause 15.24(a)(i12.11.1(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(a) above shall not oblige 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) 12.11.3 If a Party fails Lender confirms to confirm its status or the Agent pursuant to supply forms, documentation or other information requested in accordance with clause 15.24(a12.11.1(a) above (including, for the avoidance of doubt, where clause 15.24(c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility 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 Party failed Lender shall pay to confirm its applicable “passthru payment percentage” then the Agent an amount equal to any loss, liability or cost which the Agent (acting reasonably) believes will be or has been (directly or indirectly) suffered by the Agent as a result of such Party shall be treated for the purposes of the Facility Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) Agent not making such time as the Party in question provides the requested confirmation, forms, documentation or other informationFATCA Deduction.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the 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 clause 15.24(c) below, each Party shallEach party will, within ten (10) Banking [***] Business Days of a reasonable request by another Partyparty: (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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations.; (b) If a Party party confirms to another Party pursuant to party under clause 15.24(a)(i6.9(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(a6.9(a)(2) above shall will not oblige any Facility Beneficiary 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 (iii) any policy of that Facility Beneficiary; (iv3) any duty of confidentiality. (d) If a Party 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 clause 15.24(a6.9(a) above (including, for the avoidance of doubt, including where clause 15.24(c6.9(c) above applies), then: (i) if then that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall party will be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for until the purposes of the Facility Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question 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 clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(i12.6 (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” " then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the 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 clause 15.24(cparagraph (c) below, each Party the Borrower shall, within ten (10) Banking Business Days of a reasonable request by another Partythe Bank: (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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party the Borrower confirms to another Party the Bank pursuant to clause 15.24(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, that Party the Borrower shall notify that other Party the Bank reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary either the 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party the Borrower fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party the Borrower failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party the Borrower shall be treated for the purposes of the this Facility Documents Agreement as if it is not a FATCA Exempt Party; and (ii) if that Party the Borrower failed to confirm its applicable “"passthru payment percentage” " then such Party the Borrower shall be treated for the purposes of the this Facility Documents Agreement (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Party in question Borrower provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party party to the Finance Documents shall, within ten (10) Banking Business Days of a reasonable request by another Party: party to the 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations.; (b) If if a Party party to any Finance Document confirms to another Party party pursuant to clause 15.24(a)(isub-paragraph (i) 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, that Party party shall notify that other Party party reasonably promptly.; (c) Clause 15.24(aparagraph (a) above shall not oblige any Facility Beneficiary the 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 policy of that Facility Beneficiary; (iv) 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 if a Party party to any Finance Document fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: then (i) if that Party party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then Party, such Party party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and , and (ii) if that Party party failed to confirm its applicable “"passthru payment percentage” " then such Party party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Party party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” percentage then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the 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 clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” " then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (aA) Subject to clause 15.24(cparagraph (C) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (bB) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (cC) Clause 15.24(aParagraph (A) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (dD) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (A) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (C) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party Party, then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” ”, then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party party shall, within ten (10) Banking Business Days of a reasonable request by another Partyparty: (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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party party confirms to another Party party pursuant to clause 15.24(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, that Party party shall notify that other Party party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (iii) if that Party party failed to confirm its applicable “"passthru payment percentage” " then such Party party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Party party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” " then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(i(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the 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).

FATCA Information. (a) Subject subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations.; (b) If if a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly.; and (c) Clause 15.24(aparagraph (a) above above, shall not oblige any Facility Beneficiary 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; orpolicy of that Creditor; (iii) any policy of that Facility Beneficiary;fiduciary duty; or (iv) 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 if a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then Party, such Party shall be treated for the purposes of the Facility Security Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” percentage then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.; and

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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; orpolicy of that Finance Party; (iii) any policy of that Facility Beneficiary;fiduciary duty; or (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” percentage then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly.. 0040772-0000066 BT:1030359.12 44 (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” " then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the 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 clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(c12.8(d), the Agent confirms to the Borrower at the date of this Agreement that it is not a FATCA Exempt Party. (b) belowSubject to clause 12.8(d), each Party shall, within ten (10) Banking 10 Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (bc) If a Party confirms to another Party pursuant to clause 15.24(a)(i12.8(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, that Party shall notify that other Party reasonably promptly. (cd) Clause 15.24(a12.8(a) above and Clause 12.8(b) shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (de) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(a12.8(b) above (including, for the avoidance of doubt, where clause 15.24(c12.8(d) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” " then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the 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. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(isub-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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility 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 Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party the Agent shall, within ten (10) Banking Business Days of a reasonable request by another Partythe 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party the Agent confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party the Agent shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party the Agent fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party the Agent failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party the Agent shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party the Agent failed to confirm its applicable “passthru payment percentage” then such Party the Agent shall be treated for the purposes of the Facility 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 Party in question Agent provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then than such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(i13.9 (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility 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 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 clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party as soon as reasonably promptlypracticable. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the that Party in question 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 clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the 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) The provisions in this clause 8.13 shall apply after the FATCA Application Date. 8.13.1 Subject to clause 15.24(c) 8.13.3 below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) 8.13.2 If a Party confirms to another Party pursuant to clause 15.24(a)(i8.13.1(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, that Party shall notify that other Party reasonably promptly. (c) 8.13.3 Clause 15.24(a) 8.13.1 above shall not oblige any Facility Beneficiary 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 (iii) any policy of that Facility Beneficiary; (ivc) any duty of confidentiality. (d) 8.13.4 If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(a) clause 8.13.1 above (including, for the avoidance of doubt, where clause 15.24(c) 8.13.3 above applies), then: (ia) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (iib) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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; orpolicy of that Finance Party; (iii) any policy of that Facility Beneficiary;fiduciary duty; or (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” percentage then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” percentage is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “"passthru payment percentage” " then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “"passthru payment percentage” " is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.. 560734-v2\BAHDMS

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) If a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Information. (a) Subject to clause 15.24(cparagraph (c) below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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 a Party confirms to another Party pursuant to clause 15.24(a)(iparagraph (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, that Party shall notify that other Party reasonably promptly. (c) Clause 15.24(aParagraph (a) above shall not oblige any Facility Beneficiary 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 policy of that Facility Beneficiary; (iv) any duty of confidentiality. (d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(aparagraph (a) above (including, for the avoidance of doubt, where clause 15.24(cparagraph (c) above applies), then: (i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (ii) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility 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 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 clause 15.24(c) 8.14.3 below, each Party shall, within ten (10) Banking Business Days of a reasonable request by another 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, provided however that such forms, documentation and other information may be given in accordance with law and other relevant obligations. (b) 8.14.2 If a Party confirms to another Party pursuant to clause 15.24(a)(i8.14.1(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, that Party shall notify that other Party reasonably promptly. (c) 8.14.3 Clause 15.24(a) 8.14.1 above shall not oblige any Facility Beneficiary 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 (iii) any policy of that Facility Beneficiary; (ivc) any duty of confidentiality. (d) 8.14.4 If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with clause 15.24(a) 8.14.1 above (including, for the avoidance of doubt, where clause 15.24(c) 8.14.3 above applies), then: (ia) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Facility Finance Documents as if it is not a FATCA Exempt Party; and (iib) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Facility Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%, until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.