Common use of FATCA Information Clause in Contracts

FATCA Information. (a) Subject to paragraph (c) below, each party to this Agreement shall, within ten Business Days of a reasonable request by another party to this Agreement: (i) confirm to that other party to this Agreement whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; (ii) supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement confirms to another party to this Agreement pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly. (c) Paragraph (a) above shall not oblige any Credit Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a party to this Agreement fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. 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 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 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 paragraph (c) below, each party to this Agreement shallParty shall (and the Offshore Guarantor shall procure that each other Obligor will), within ten (10) Business Days of a reasonable request by another party to this AgreementParty: (i) confirm to that other party to this Agreement Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; (ii) supply to that other party to this Agreement Party such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement Party reasonably requests for the purposes of that other party to this Agreement's Party’s compliance with FATCA; (iii) supply to that other party to this Agreement Party such forms, documentation and other information relating to its status as that other party to this Agreement Party reasonably requests for the purposes of that other party to this Agreement's Party’s compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement Party or an Obligor confirms to another party to this Agreement Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that party to this Agreement Party or (in the case of an Obligor) the Borrower shall notify that other party to this Agreement Party reasonably promptly. (c) Paragraph (a) above shall not oblige any Credit Party the Lender to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement Party to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a party to this Agreement Party or an Obligor fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement Party or Obligor shall be treated for the purposes of the Credit Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement Party or Obligor in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. 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 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 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 paragraph (c) below, below each party to this Agreement any Security Document shall, within ten Business 10 Banking Days of a reasonable request by another the other party to this Agreementthat Security Documents: (i) confirm to that other party to this Agreement whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party;; and (ii) supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's party’s compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreementparty's compliance with any other law, regulation, or exchange of information regime.; (b) If if a party to this Agreement any Security Document confirms to another party to this Agreement pursuant to paragraph (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 to this Agreement shall notify that the other party to this Agreement reasonably promptly.; (c) Paragraph paragraph (a) above shall not oblige any Credit Party the Lender to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement any Security Document to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any policy of the Lender; (iii) any fiduciary duty; or (iiiiv) any duty of confidentiality.; (d) If paragraph (a) above shall not oblige the Lender to do anything, and paragraph (a)(iii) above shall not oblige any other party to any Security Document to do anything, which would or might in its reasonable opinion cause it 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 paragraph (d); (e) if a party to this Agreement any Security Document fails to confirm whether or not it is a FATCA Exempt Party Party, or to supply forms, documentation or other information requested in accordance with paragraph (a)(ia) (i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Security Documents (and payments under them) as if it is not a FATCA Exempt Party until (in each case) such time as the that party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. 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 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 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 paragraph (c) below, each party Relevant Party confirms to this Agreement shalleach other Relevant Party that it is a FATCA Exempt Party on the date hereof (or in the case of a Transferee Lender, on the date of its applicable Transfer Certificate, and except as otherwise indicated therein) and thereafter within ten (10) Business Days of a reasonable request by another party to this AgreementRelevant Party shall: (i) confirm to that other party to this Agreement whether it is: (A) is a FATCA Exempt Party or is not a FATCA Exempt Party; or (B) not a FATCA Exempt Party;and (ii) supply to that the requesting party (with a copy to all other party to this Agreement 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 percentage” or other information required under FATCA or other official guidance including intergovernmental agreements) as that other the requesting party to this Agreement reasonably requests for the purposes purpose of that other determining whether any payment to such party may be subject to this Agreement's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regimeFATCA Deduction. (b) If a party to this Agreement Relevant Party confirms to another party any other Relevant Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 to this Agreement pursuant to paragraph (a)(i) above showing 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 to this Agreement shall so notify that all other party to this Agreement Relevant Parties reasonably promptly. (c) Paragraph (a) above Nothing in this Clause 23.8 shall not oblige obligate any Credit Relevant Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, anything which would or might or, in its reasonable opinion opinion, might constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided that nothing in this paragraph shall excuse any 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 party to this Agreement Relevant Party fails to confirm whether or not it is a FATCA Exempt Party its status or to supply forms, documentation or other information requested in accordance with paragraph the provisions of this agreement or the provided information is insufficient under FATCA, then: (a)(ii) or such party shall be treated as if it were a FATCA Non-Exempt Party; and (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), if that party failed to confirm its applicable passthru percentage then such party to this Agreement shall be treated for the purposes of the Credit Finance Documents (and payments under themmade thereunder) as if it its applicable passthru percentage is not a FATCA Exempt Party 100%, until (in each case) such time as the party to this Agreement in question provides the requested sufficient confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Agent, supply information 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 regulationrelevant facts. (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 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 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 paragraph (c) below, each party Relevant Party confirms to this Agreement shalleach other Relevant Party that it is a FATCA Exempt Party on the date hereof (or in the case of a Transferee Lender, on the date of its applicable Transfer Certificate, and except as otherwise indicated therein) and thereafter within ten (10) Business Days of a reasonable request by another party to this AgreementRelevant Party shall: (i) confirm to that other party to this Agreement whether it is: (A) is a FATCA Exempt Party or is not a FATCA Exempt Party; or (B) not a FATCA Exempt Party;and (ii) supply to that the requesting party (with a copy to all other party to this Agreement 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 percentage” or other information required under FATCA or other official guidance including intergovernmental agreements) as that other the requesting party to this Agreement reasonably requests for the purposes purpose of that other determining whether any payment to such party may be subject to this Agreement's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regimeFATCA Deduction. (bd) If a party to this Agreement Relevant Party confirms to another party any other Relevant Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 to this Agreement pursuant to paragraph (a)(i) above showing 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 to this Agreement shall so notify that all other party to this Agreement Relevant Parties reasonably promptly. (ce) Paragraph (a) above Nothing in this Clause 23.8 shall not oblige obligate any Credit Relevant Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, anything which would or might or, in its reasonable opinion opinion, might constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided that nothing in this paragraph shall excuse any 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. (df) If a party to this Agreement Relevant Party fails to confirm whether or not it is a FATCA Exempt Party its status or to supply forms, documentation or other information requested in accordance with paragraph the provisions of this agreement or the provided information is insufficient under FATCA, then: (a)(ii) or such party shall be treated as if it were a FATCA Non-Exempt Party; and (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), if that party failed to confirm its applicable passthru percentage then such party to this Agreement shall be treated for the purposes of the Credit Finance Documents (and payments under themmade thereunder) as if it its applicable passthru percentage is not a FATCA Exempt Party 100%, until (in each case) such time as the party to this Agreement in question provides the requested sufficient confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Agent, supply information 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 regulationrelevant facts. (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 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 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 paragraph (c) below, each party to this Agreement the Finance Documents shall, within ten 5 Business Days of a reasonable request by another party to this Agreementthe Finance Documents: (i) confirm to that other party to this Agreement whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party;; and (ii) supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's party’s compliance with FATCA;; and (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's party’s compliance with any other law, regulation, regulation or exchange of information regime.; (b) If if a party to this Agreement any Finance Document confirms to another party to this Agreement pursuant to sub-paragraph (a)(ii) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not not, or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly.; (c) Paragraph paragraph (a) above shall not oblige any Credit Party to do anythingCreditor Party, and paragraph (a)(iii) above shall not oblige any other party Party to this Agreement a Finance Document, to do anything, anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality.; (d) If if a party to this Agreement any Finance Document fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the a Borrower is or becomes a U.S. US Tax Obligor or a FATCA FFI, it shall as soon as reasonably practicable inform the Facility Agent of the same; (f) Where the Agent reasonably believes that its obligations under FATCA require it, the relevant Borrower or the relevant Security Party shall provide the Agent, upon request, with a W-8 BEN-E form (or any successor form) or any other applicable law forms or regulation documentation the Agent may reasonably require, as soon as reasonably practicable. The Agent shall not be liable for any action which it takes or refrains from taking under or in connection with this paragraph (f); (g) If a Borrower is or becomes a US Tax Obligor or a FATCA FFI, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender Creditor Party shall, within ten (10) 10 Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Agent, Agent supply to the Facility Agent: (Ai) a withholding certificate on Form W-8, W-8 or Form W-9 (or any other relevant successor form) (as applicable); orand/or (Bii) any withholding statement or and other documentdocumentation, authorisation or waiver authorisations and waivers as the Facility Agent may require to certify or establish the status of such Lender Creditor Party under FATCA or that other law or regulation. (f) The Facility FATCA, the Agent shall provide any withholding certificate, withholding statement, documentdocumentation, authorisation or waiver authorisations and waivers it receives from a Lender Creditor Party pursuant to this paragraph (e) above to the Borrower. (g) If to that Borrower or the relevant Security Party and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action which it takes or refrains from taking under or in connection with this paragraph (g); and (h) The Borrowers, each Security Party and each Creditor Party agrees that if any withholding certificate, withholding statement, documentdocumentation, authorisation or waiver authorisations and waivers provided to the Facility Agent by a Lender pursuant to paragraph paragraphs (ef) to (g) above is or becomes materially inaccurate or incomplete, that Lender it shall promptly update it and provide such updated withholding certificate, withholding statement, documentdocumentation, authorisation authorisations and waivers 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)Agent in writing of its legal inability to do so. The Facility Agent shall shall, if applicable, provide any such updated withholding certificate, withholding statement, documentdocumentation, authorisation or waiver authorisations and waivers to the Borrower. (h) The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation Borrowers or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verificationthe relevant Security Party. The Facility Agent shall not be liable for any action taken by which it takes or refrains from taking under or in connection with this paragraph (eh), (f) or (g) above.

FATCA Information. (a) Subject to paragraph (c) below, each party to this Agreement shall, within ten Business Days of a reasonable request by another party to this Agreement: (i) confirm to that other party to this Agreement whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; (ii) supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement confirms to another party to this Agreement pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly.. ​ -63- ​ ​ ​ (c) Paragraph (a) above shall not oblige any Credit Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a party to this Agreement fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. 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 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, ​ -64- ​ ​ ​ 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 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 paragraph (c) below, each party to this Agreement the Finance Documents shall, within ten 5 Business Days of a reasonable request by another party to this Agreementthe Finance Documents: (i) confirm to that other party to this Agreement whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party;; and (ii) supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's party’s compliance with FATCA;; and (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's party’s compliance with any other law, regulation, regulation or exchange of information regime.; (b) If if a party to this Agreement any Finance Document confirms to another party to this Agreement pursuant to sub-paragraph (a)(ii) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not not, or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly.; (c) Paragraph paragraph (a) above shall not oblige any Credit Party to do anythingCreditor Party, and sub-paragraph (a)(iiiiii) of paragraph (a) above shall not oblige any other party to this Agreement a Finance Document, to do anything, anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality.; (d) If if a party to this Agreement any Finance Document fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraph (a)(ii) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the a Borrower is or becomes a U.S. US Tax Obligor or a FATCA FFI, it shall as soon as reasonably practicable inform the Facility Agent of the same; (f) Where the Agent reasonably believes that its obligations under FATCA require it, the relevant Borrower or the relevant Security Party shall provide the Agent, upon request, with a W-8 BEN-E form (or any successor form) or any other applicable law forms or regulation documentation the Agent may reasonably require, as soon as reasonably practicable. The Agent shall not be liable for any action which it takes or refrains from taking under or in connection with this paragraph (f); (g) If a Borrower is or becomes a US Tax Obligor or a FATCA FFI, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender Creditor Party shall, within ten (10) 10 Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Agent, Agent supply to the Facility Agent: (Ai) a withholding certificate on Form W-8, W-8 or Form W-9 (or any other relevant successor form) (as applicable); orand/or (Bii) any withholding statement or and other documentdocumentation, authorisation or waiver authorisations and waivers as the Facility Agent may require to certify or establish the status of such Lender Creditor Party under FATCA or that other law or regulation. (f) The Facility FATCA, the Agent shall provide any withholding certificate, withholding statement, documentdocumentation, authorisation or waiver authorisations and waivers it receives from a Lender Creditor Party pursuant to this paragraph (e) above to the Borrower. (g) If to that Borrower or the relevant Security Party and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action which it takes or refrains from taking under or in connection with this paragraph (g); and (h) The Borrowers, each Security Party and each Creditor Party agrees that if any withholding certificate, withholding statement, documentdocumentation, authorisation or waiver authorisations and waivers provided to the Facility Agent by a Lender pursuant to paragraph paragraphs (ef) to (g) above is or becomes materially inaccurate or incomplete, that Lender it shall promptly update it and provide such updated withholding certificate, withholding statement, documentdocumentation, authorisation authorisations and waivers 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)Agent in writing of its legal inability to do so. The Facility Agent shall shall, if applicable, provide any such updated withholding certificate, withholding statement, documentdocumentation, authorisation or waiver authorisations and waivers to the Borrower. (h) The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation Borrowers or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verificationthe relevant Security Party. The Facility Agent shall not be liable for any action taken by which it takes or refrains from taking under or in connection with this paragraph (eh), (f) or (g) above.

FATCA Information. (a) Subject to paragraph (c) below, each party to this Agreement shallFATCA Relevant Party, within ten Business (10) Banking Days of a reasonable request by another party to this Agreementthe Borrower or the Facility Agent, shall: (i) confirm to that other party to this Agreement whether it is: (A) is a FATCA Exempt Party or is a FATCA Non-Exempt Party; or (B) not a FATCA Exempt Party;and (ii) supply to that the requesting party (with a copy to all other party to this Agreement FATCA 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 “pass-thru percentage” or other information required under FATCA or other official guidance including intergovernmental agreements) as that other the requesting party to this Agreement reasonably requests for the purposes purpose of that other determining whether any payment to such party may be subject to this Agreement's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regimeFATCA Deduction. (b) If a party to this Agreement FATCA Relevant Party confirms to another party to this Agreement pursuant to paragraph (a)(i) above the Borrower or the Facility Agent 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 not, or has ceased to be a FATCA Exempt Party, that party to this Agreement shall so notify that other party to this Agreement the Borrower and the Facility Agent reasonably promptly. (c) Paragraph (a) above Nothing in this Section 7.5 shall not oblige obligate any Credit FATCA Relevant Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, anything which would or might or, in its reasonable opinion opinion, might, constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided that nothing in this paragraph shall excuse any FATCA Relevant Party from providing a true complete and correct applicable 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 party to this Agreement FATCA Relevant Party fails to confirm whether or not it is a FATCA Exempt Party its status or to supply forms, documentation or other information requested in accordance with paragraph the provisions of this agreement or the provided information is insufficient under FATCA, then: (a)(ii) or such party shall be treated as if it were a FATCA Non-Exempt Party; and (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), if that party failed to confirm its applicable pass-thru percentage then such party to this Agreement shall be treated for the purposes of the Credit Documents any Transaction Document (and payments under themmade thereunder) as if it its applicable pass-thru percentage is not a FATCA Exempt Party 100%, until (in each case) such time as the party to this Agreement in question provides the requested sufficient confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Agent, supply information 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 regulationrelevant facts. (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 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 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 paragraph (c) below, each party to this Agreement shallFATCA Relevant Party, within ten Business (10) Banking Days of a reasonable request by another party to this Agreementthe Borrower or the Facility Agent, shall: (i) confirm to that other party to this Agreement whether it is: (A) is a FATCA Exempt Party or is a FATCA Non-Exempt Party; or (B) not a FATCA Exempt Party;and (ii) supply to that the requesting party (with a copy to all other party to this Agreement FATCA 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 as that other the requesting party to this Agreement reasonably requests for the purposes purpose of that other determining whether any payment to such party may be subject to this Agreement's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regimeFATCA Deduction. (b) If a party to this Agreement FATCA Relevant Party confirms to another party to this Agreement pursuant to paragraph (a)(i) above the Borrower or the Facility Agent 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 not, or has ceased to be a FATCA Exempt PartyParty or that the Form provided has ceased to be accurate or valid, that party to this Agreement shall so notify that other party to this Agreement the Borrower and the Facility Agent or provide a revised Form, as applicable, reasonably promptly. (c) Paragraph Nothing in this Section 8.5 (aFATCA Information) above shall not oblige obligate any Credit FATCA Relevant Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, anything which would or might or, in its reasonable opinion opinion, might, constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided that nothing in this paragraph shall excuse any FATCA Relevant Party from providing a true complete and correct applicable 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 party to this Agreement FATCA Relevant Party fails to confirm whether or not it is a FATCA Exempt Party its status or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) the provisions of this agreement or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies)provided information is insufficient under FATCA, then such party to this Agreement shall be treated for the purposes of the Credit Documents (and payments under them) as if it is not were a FATCA Non-Exempt Party until such time as the party to this Agreement in question provides the requested sufficient confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Agent, supply information 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 regulationrelevant facts. (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 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 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 paragraph (c) below, each party to this Agreement shallParty must, within ten Business Days of a reasonable request by another party to this AgreementParty: (i) confirm to that other party to this Agreement Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; (ii) supply to that other party to this Agreement Party such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement Party reasonably requests for the purposes of that other party to this AgreementParty's compliance with FATCA;; and (iii) supply to that other party to this Agreement Party such forms, documentation and other information relating to its status as that other party to this Agreement Party reasonably requests for the purposes of that other party to this AgreementParty's compliance with any other applicable law, regulation, regulation or exchange of information regime. (b) If a party to this Agreement Party confirms to another party to this Agreement Party pursuant to paragraph (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 to this Agreement Party shall notify that other party to this Agreement Party reasonably promptly. (c) Paragraph A Finance Party is not obliged to do anything under paragraph (a) above shall not oblige any Credit Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a party to this Agreement Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (iia) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement Party shall be treated for the purposes of the Credit Finance Documents (and payments made under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement Party in question provides the requested confirmation, forms, documentation or other information. (e) If the a Borrower is a U.S. 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 (10) Business Days of: (i) where the an Original Borrower is a U.S. US Tax ObligorObligor 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 U.S. US Tax Obligor accedes as a Borrower; or (iiiiv) where the a Borrower is not a U.S. 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 Lender's status of such Lender under FATCA or that other law or regulation. (f) The Facility Agent shall promptly 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 a Lender provides to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that the 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 case, the Lender shall promptly notify the Facility AgentAgent in writing). The Facility Agent shall must promptly 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 paragraph (c) below, each party to this Agreement the Finance Documents shall, within ten 10 Business Days of a reasonable request by another party to this Agreementthe Finance Documents: (i) confirm to that other party to this Agreement whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party;; and (ii) supply to that other party to this Agreement 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 to this Agreement reasonably requests for the purposes of that other party to this Agreement's party’s compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regime. (b) If if a party to this Agreement any Finance Document confirms to another party to this Agreement pursuant to sub-paragraph (a)(ii) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not not, or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly.; (c) Paragraph paragraph (a) above shall not oblige any Credit Creditor Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality.; (d) If if a party to this Agreement any Finance Document fails to confirm whether or not it is a FATCA Exempt Party its status or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (iia) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party to this Agreement shall be treated for the purposes of the Credit Finance Documents (and payments under them) as if it is not a FATCA Exempt Party 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 Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100 per cent., until (in each case) such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. 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 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 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 paragraph (c) below, each party to this Agreement shall, within ten Business Days of a reasonable request by another party to this Agreement: (i) confirm to that other party to this Agreement whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; (ii) supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement confirms to another party to this Agreement pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly. (c) Paragraph (a) above shall not oblige any Credit Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a party to this Agreement fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance ​ -64- ​ ​ with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. 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 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 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 paragraph (c) below, each party to this Agreement the Finance Documents shall, within ten 10 Business Days of a reasonable request by another party to this Agreementthe Finance Documents: (i) confirm to that other party to this Agreement whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party;; and (ii) supply to that other party to this Agreement 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 to this Agreement reasonably requests for the purposes of that other party to this Agreementparty's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regime. (b) If if a party to this Agreement any Finance Document confirms to another party to this Agreement pursuant to sub-paragraph (a)(ii) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not not, or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly.; (c) Paragraph paragraph (a) above shall not oblige any Credit Creditor Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality.; (d) If if a party to this Agreement any Finance Document fails to confirm whether or not it is a FATCA Exempt Party its status or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (iia) above (including, for the avoidance of doubt, where paragraph (c) above applies), then: (i) if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party to this Agreement shall be treated for the purposes of the Credit Finance Documents (and payments under them) as if it is not a FATCA Exempt Party 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 Finance Documents (and payments made thereunder) as if its applicable "passthru payment percentage" is 100%, until (in each case) such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. 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 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 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 paragraph (c) below, each party to this Agreement shall, within ten Business Days (10) business days of a reasonable request by another party to this Agreement: (i) confirm to that other party to this Agreement whether it is: is entitled to receive payments free from any deduction or withholding from a payment hereunder required by FATCA (A) such deduction or withholding, a “FATCA Deduction,” and such party a “FATCA Exempt Party; or (B) ” or not a FATCA Exempt Party; (ii) ). Additionally, it will supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's party’s compliance with FATCA; (iii) FATCA and supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement Party reasonably requests for the purposes of that other party to this Agreement's party’s compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement confirms to another party to this Agreement pursuant to paragraph (a)(ia) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly. (c) Paragraph (a) above shall not oblige any Credit Party party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, which anything that would or might in its reasonable opinion constitute a breach of: of (i) any law or regulation; , (ii) any fiduciary duty; or duty or (iii) any duty of confidentiality. (d) If a party to this Agreement fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (iia) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Loan Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the a Borrower is a U.S. “United States person” within the meaning of Code Section 7701(a)(30) (a “US Tax Obligor 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 (10) Business Days of: business days of (i) where the a Borrower is a U.S. US Tax ObligorObligor and such Lender is a Party as a Lender at the date of this Agreement, the date of this Agreement; , (ii) where a Borrower is a US Tax Obligor on a date on which any other bank becomes a Party as a bank, that date, (iii) the date a new U.S. US Tax Obligor accedes as a Borrower; or Borrower or (iiiiv) where the a Borrower is not a U.S. US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (A) A. a withholding certificate on IRS Form W-8, IRS Form W-9 or any other relevant form; or (B) B. any withholding statement or other document, authorisation authorization or waiver as the Facility Agent may require to certify or establish the status of such Lender bank under FATCA or that other law or regulation. (f) The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation authorization 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 authorization or waiver provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender bank shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation authorization or waiver to the Facility Agent unless it is unlawful for the Lender such entity to do so (in which case the Lender bank shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation authorization or waiver to the relevant Borrower. (h) The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation authorization 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 paragraphs (e), (f) or (g) above.

FATCA Information. (a) Subject to paragraph (c) below, each party to this Agreement Party shall, within ten Business Days of a reasonable request by another party to this AgreementParty: (i) confirm to that other party to this Agreement Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party;; and (ii) supply to that other party to this Agreement Party such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement Party reasonably requests for the purposes of that other party to this Agreement's Party’s compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement Party confirms to another party to this Agreement Party pursuant to paragraph (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 to this Agreement Party shall notify that other party to this Agreement Party reasonably promptly. (c) Paragraph (a) above shall not oblige any Credit Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a party to this Agreement Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (iia)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement Party shall be treated for the purposes of the Credit Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. US Tax ObligorObligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) where the date Borrower is a new U.S. US Tax Obligor accedes as on a Borrower; orTransfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; (iii) where the Borrower is a US Tax Obligor on a date on which an increase in Commitments takes effect pursuant to Clause 2.2 (Increase) and the relevant Lender is an Increase Lender which was not a U.S. Lender immediately prior to the relevant increase, the relevant date on which an increase in Commitments takes effect pursuant to Clause 2.2 (Increase); 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: (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 regulationFATCA. (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 Each Lender agrees that if any withholding certificate, withholding statement, documentdocumentation, authorisation or waiver authorisations and waivers provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender it 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 or promptly notify the Facility Agent)Agent in writing of its legal inability to do so. 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) above or this paragraph (g) above without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with this paragraph (eg), (f) or (g) above.

FATCA Information. Notwithstanding Section 2.15(e) or any other provision of this Agreement to the contrary: (ai) Subject to paragraph (ciii) below, each party to this Agreement Party shall, within ten Business Days of a reasonable request by another party to this AgreementParty: (iA) confirm to that other party to this Agreement Party whether it is: (A1) a FATCA Exempt Party; or (B2) not a FATCA Exempt Party;; 972172.01-CHISR01A - MSW (iiB) supply to that other party to this Agreement Party such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement Party reasonably requests for the purposes of that other party to this AgreementParty's compliance with FATCA; (iiiC) supply to that other party to this Agreement Party such forms, documentation and other information relating to its status as that other party to this Agreement Party reasonably requests for the purposes of that other party to this AgreementParty's compliance with any other law, regulation, or exchange of information regime. (bii) If a party to this Agreement Party confirms to another party to this Agreement Party pursuant to paragraph (a)(ii)(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 to this Agreement Party shall notify that other party to this Agreement Party reasonably promptly. (ciii) Paragraph (ai) above shall not oblige any Credit Party Lender or any Agent to do anything, and paragraph (a)(iiii)(C) above shall not oblige any other party to this Agreement Party to do anything, which would or might in its reasonable opinion constitute a breach of: (iA) any law or regulation; (iiB) any fiduciary duty; or (iiiC) any duty of confidentiality. (div) If a party to this Agreement Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(ii)(A) or (iiB) above (including, for the avoidance of doubt, where paragraph (ciii) above applies), then such party to this Agreement Party shall be treated for the purposes of the Credit Loan Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement Party in question provides the requested confirmation, forms, documentation or other information. (ev) If the a Co-Borrower is a U.S. US Tax Obligor or the Facility Administrative 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: (iA) where the Co-Borrower is a U.S. US Tax ObligorObligor and the relevant Lender is a Lender on the date of this Agreement, the date of this Agreement; (iiB) where a Co-Borrower is a US Tax Obligor on a date on which a Lender becomes a Lender under this Agreement and the relevant Lender was not a Lender on the date of this Agreement, the relevant date on which such Lender becomes a Lender under this Agreement; (C) the date a new U.S. US Tax Obligor accedes as a Co-Borrower; or (iiiD) where the a Co-Borrower is not a U.S. US Tax Obligor, the date of a request from the Facility Administrative Agent, supply to the Facility Agent:Administrative Agent (to the extent not otherwise supplied pursuant to Section 2.15(e) above): (A1) a withholding certificate on Form W-8, Form W-9 or any other relevant form; oror 972172.01-CHISR01A - MSW (B2) any withholding statement or other document, authorisation authorization or waiver as the Facility Administrative Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation. (fvi) The Facility Administrative Agent shall provide any withholding certificate, withholding statement, document, authorisation authorization or waiver it receives from a Lender pursuant to paragraph (ev) above to the BorrowerDesignated Company. (gvii) If any withholding certificate, withholding statement, document, authorisation authorization or waiver provided to the Facility Administrative Agent by a Lender pursuant to paragraph (ev) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation authorization 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 Administrative Agent). The Facility Administrative Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation authorization or waiver to the BorrowerDesignated Company. (hviii) The Facility Administrative Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (ev) or (gvii) above without further verification. The Facility Administrative Agent shall not be liable for any action taken by it under or in connection with paragraph (ev), (fvi) or (gvii) above. (ix) Without prejudice to any other term of this Agreement, if a Lender fails to supply any withholding certificate, withholding statement, document, authorization, waiver or information in accordance with paragraph (v) above, or any withholding certificate, withholding statement, document, authorization, waiver or information provided by a Lender to the Administrative Agent is or becomes materially inaccurate or incomplete, then such Lender shall indemnify the Administrative Agent, within three Business Days of demand, against any cost, loss, Tax or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Administrative Agent (including any related interest and penalties) in acting as Administrative Agent under the Loan Documents as a result of such failure.

FATCA Information. (a) Subject to paragraph (c) below, each party FATCA Relevant Party confirms to this Agreement shalleach other FATCA Relevant Party that it is a FATCA Exempt Party on the date hereof (or in the case of a Transferee Lender, on the date of its Transfer Certificate, except as otherwise described therein) and thereafter within ten (10) Business Days of a reasonable request by another party to this AgreementFATCA Relevant Party shall: (i) confirm to that other party to this Agreement whether it is: (A) is a FATCA Exempt Party or is not a FATCA Exempt Party; or (B) not a FATCA Exempt Party;and (ii) supply to that the requesting party (with a copy to all other party to this Agreement FATCA 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 as that other the requesting party to this Agreement reasonably requests for the purposes purpose of that other determining whether any payment to such party may be subject to this Agreement's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regimeFATCA Deduction. (b) If a party to this Agreement FATCA Relevant Party confirms to another party to this Agreement pursuant to paragraph (a)(i) above any other FATCA Relevant Party 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 not, or has ceased to be a FATCA Exempt Party, that party to this Agreement shall so notify that all other party to this Agreement FATCA Relevant Parties reasonably promptly. (c) Paragraph (a) above Nothing in this Clause 23.7 shall not oblige obligate any Credit FATCA Relevant Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, anything which would or might or, in its reasonable opinion opinion, might constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided 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 party to this Agreement FATCA Relevant Party fails to confirm whether or not it is a FATCA Exempt Party its status or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) the provisions of this Agreement or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies)provided information is insufficient under FATCA, then such party to this Agreement shall be treated for the purposes of the Credit Documents (and payments under them) as if it is not were a FATCA Non-Exempt Party until such time as the party to this Agreement in question provides the requested sufficient confirmation, forms, documentation or other information.information to establish the relevant facts. 109 ‌ (e) If Upon the Borrower is a U.S. Tax Obligor or reasonable written request of the Facility Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require itBorrower, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall, within ten (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is if not a U.S. 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 delivered pursuant to paragraph (ea) above above, deliver to the Borrower. Agent and the Borrower a properly completed and duly executed copy of (gas applicable) If IRS Form W-8BEN-E, W-8ECI or W-8IMY or, upon written request of the Borrower or the Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S. Federal withholding certificatetax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding statementtax under Section 871(h) or 881(c) of the Code, documentsuch Non-U.S. Lender shall, authorisation or waiver provided when so requested in writing by the Borrower provide to the Facility Agent and the Borrower in addition to the IRS Form W-8BEN-E required above a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Agent in the event any representation in such certificate is no longer accurate. In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender pursuant could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by a Security Party, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to such Security Party (with a copy to the Agent), at the time or times prescribed by applicable law or promptly after receipt of the Security Party’s request, whichever is later, such properly completed and executed documentation requested by the Security Party, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender. Each Lender shall deliver such forms as required in this paragraph (e) above is within twenty (20) days after receipt of a written request therefor from the Agent 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)Security Party. The Facility Agent shall provide Notwithstanding any such updated withholding certificate, withholding statement, document, authorisation or waiver to the 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 other provision of this paragraph (e), a Lender shall not be required to deliver any form pursuant to this paragraph (fe) or (g) abovethat such Lender is not legally entitled to deliver.

FATCA Information. (a) Subject to paragraph (c) below, each party to this Agreement shallFATCA Relevant Party, within ten Business (10) Banking Days of a reasonable request by another party to this Agreementthe Borrowers or the Facility Agent, shall: (i) confirm to that other party to this Agreement whether it is: (A) is a FATCA Exempt Party or is a FATCA Non-Exempt Party; or (B) not a FATCA Exempt Party;and (ii) supply to that the requesting party (with a copy to all other party to this Agreement FATCA 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 “pass-thru percentage” or other information required under FATCA or other official guidance including intergovernmental agreements) as that other the requesting party to this Agreement reasonably requests for the purposes purpose of that other determining whether any payment to such party may be subject to this Agreement's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regimeFATCA Deduction. (b) If a party to this Agreement FATCA Relevant Party confirms to another party to this Agreement pursuant to paragraph (a)(i) above the Borrowers or the Facility Agent 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 not, or has ceased to be a FATCA Exempt Party, that party to this Agreement shall so notify that other party to this Agreement the Borrowers and the Facility Agent reasonably promptly. (c) Paragraph (a) above Nothing in this Section 7.5 shall not oblige obligate any Credit FATCA Relevant Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, anything which would or might or, in its reasonable opinion opinion, might, constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided that nothing in this paragraph shall excuse any FATCA Relevant Party from providing a true complete and correct applicable 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 party to this Agreement FATCA Relevant Party fails to confirm whether or not it is a FATCA Exempt Party its status or to supply forms, documentation or other information requested in accordance with paragraph the provisions of this agreement or the provided information is insufficient under FATCA, then: (a)(ii) or such party shall be treated as if it were a FATCA Non-Exempt Party; and (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), if that party failed to confirm its applicable pass-thru percentage then such party to this Agreement shall be treated for the purposes of the Credit Documents any Transaction Document (and payments under themmade thereunder) as if it its applicable pass-thru percentage is not a FATCA Exempt Party 100%, until (in each case) such time as the party to this Agreement in question provides the requested sufficient confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Agent, supply information 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 regulationrelevant facts. (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 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 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 paragraph (c) below, each party to this Agreement Party shall, within ten [ten] Business Days of a reasonable request by another party to this Agreement: (i) Party: confirm to that other party to this Agreement Party whether it is: (A) : a FATCA Exempt Party; or (B) or not a FATCA Exempt Party; (ii) ; supply to that other party to this Agreement Party such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement Party reasonably requests for the purposes of that other party to this AgreementParty's compliance with FATCA; (iii) ; and supply to that other party to this Agreement Party such forms, documentation and other information relating to its status as that other party to this Agreement Party reasonably requests for the purposes of that other party to this AgreementParty's compliance with any other law, regulation, or exchange of information regime. (b) . If a party to this Agreement Party confirms to another party to this Agreement Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that party to this Agreement Party shall notify that other party to this Agreement Party reasonably promptly. (c) . Paragraph (a) above shall not oblige any Credit Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement 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) or any duty of confidentiality. (d) . If a party to this Agreement Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph paragraphs (a)(i) or (iia)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement Party shall be treated for the purposes of the Credit Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement Party in question provides the requested confirmation, forms, documentation or other information. (e) . [If the Borrower is a U.S. US Tax Obligor or the Facility Intercreditor Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) [ten] Business Days of: (i) : where the Borrower is a U.S. US Tax ObligorObligor and the relevant Lender is an Original Lender, the date of this Agreement; (ii) ; where the date Borrower is a new U.S. US Tax Obligor accedes as on a BorrowerTransfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; or (iii) or where the Borrower is not a U.S. US Tax Obligor, the date of a request from the Facility Intercreditor Agent, supply to the Facility Intercreditor Agent: (A) : a withholding certificate on Form W-8, Form W-9 or any other relevant form; or (B) or any withholding statement or other document, authorisation or waiver as the Facility Intercreditor Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation. (f) . The Facility Intercreditor Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower. (g) . If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility Intercreditor 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 Intercreditor Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Facility Intercreditor Agent). The Facility Intercreditor Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower. (h) . The Facility Intercreditor 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 Intercreditor Agent shall not be liable for any action taken by it under or in connection with paragraph paragraphs (e), (f) or (g) aboveabove.]116 Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Intercreditor Agent and the Intercreditor Agent shall notify the other Finance Parties.

FATCA Information. (a) Subject to paragraph (c) below, each party to this Agreement shall, within ten (10) Business Days of a reasonable request by another party to this AgreementFATCA Relevant Party, each FATCA Relevant Party shall: (i) confirm to that other party to this Agreement whether it is: (A) is a FATCA Exempt Party or is not a FATCA Exempt Party; or (B) not a FATCA Exempt Party;and (ii) supply to that the requesting party (with a copy to the Administrative Agent) such other party to this Agreement such formsform or forms (including IRS Form W-8BEN-E 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 as that other the requesting party to this Agreement reasonably requests for the purposes purpose of that other determining whether any payment to such party may be subject to this Agreement's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regimeFATCA Deduction. (b) If a party to this Agreement FATCA Relevant Party confirms to another party to this Agreement pursuant to paragraph (a)(i) above any other FATCA Relevant Party that it is a FATCA Exempt Party or provides an IRS Form W-8BEN-E or W-9 to show 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 to this Agreement shall so notify that all other party to this Agreement FATCA Relevant Parties reasonably promptly. (c) Paragraph (a) above Nothing in this Clause 12.9 shall not oblige obligate any Credit FATCA Relevant Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, anything which would or might or, in its reasonable opinion opinion, might constitute a breach of: (i) of any law or regulation; (ii) , any policy of that party, any fiduciary duty; or (iii) duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided 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 party to this Agreement FATCA Relevant Party fails to confirm whether or not it is a FATCA Exempt Party its status or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) the provisions of this Agreement, or (ii) above (including, for if the avoidance of doubt, where paragraph (c) above applies)provided information is insufficient under FATCA, then such party to this Agreement shall be treated for the purposes of the Credit Documents (and payments under them) as if it is not a FATCA Non-Exempt Party until such time as the party to this Agreement in question provides the requested sufficient confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Agent, supply information 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 regulationrelevant facts. (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 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 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 paragraph (c) below, each party to this Agreement shallParty must, within ten Business Days of a reasonable request by another party to this AgreementParty: (i) confirm to that other party to this Agreement Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; (ii) supply to that other party to this Agreement Party such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement Party reasonably requests for the purposes of that other party to this AgreementParty's compliance with FATCA;; and (iii) supply to that other party to this Agreement Party such forms, documentation and other information relating to its status as that other party to this Agreement Party reasonably requests for the purposes of that other party to this AgreementParty's compliance with any other applicable law, regulation, regulation or exchange of information regime. (b) If a party to this Agreement Party confirms to another party to this Agreement Party pursuant to paragraph (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 to this Agreement Party shall notify that other party to this Agreement Party reasonably promptly. (c) Paragraph A Finance Party is not obliged to do anything under paragraph (a) above shall not oblige any Credit Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a party to this Agreement Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (iia) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement Party shall be treated for the purposes of the Credit Finance Documents (and payments made under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement Party in question provides the requested confirmation, forms, documentation or other information. (e) If the a Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower Company is a U.S. US Tax ObligorObligor 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 U.S. US Tax Obligor accedes as a Borrower; or (iiiiv) where the a Borrower is not a U.S. 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 Lender's status of such Lender under FATCA or that other law or regulation. (f) The Facility Agent shall promptly 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 a Lender provides to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that the 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 case, the Lender shall promptly notify the Facility AgentAgent in writing). The Facility Agent shall must promptly 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 paragraph (c) below, each party to this Agreement (other than the Borrower) shall, within ten (10) Business Days of a reasonable request by another party to this Agreement:(other than the Borrower): (i) confirm to that other party to this Agreement whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; (ii) supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreementparty's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreementparty's compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement confirms to another party to this Agreement pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly. (c) Paragraph (a) above shall not oblige any Credit Party Lender or the Facility Agent to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a party to this Agreement fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Loan Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is becomes a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. US Tax Obligor, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor on a date an assignment or transfer is made pursuant to Section 11.11.1 and the relevant Lender is an Assignee Lender or a Transferee Lender that becomes a Lender in accordance with Section 11.11.1, the date on which such Assignee Lender or Transferee Lender becomes a new U.S. Tax Obligor accedes as a Borrower; orLender; (iii) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (A) a withholding certificate on Form W-8W-8 (or any successor form), Form W-9 (or any successor form) 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 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 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 paragraph (c) below, each party to this Agreement shall, within ten Business Days business days of a reasonable request by another party to this Agreement: (i) confirm to that other party to this Agreement whether it is: is entitled to receive payments free from any deduction or withholding from a payment hereunder required by FATCA (A) a “FATCA Deduction” and a “FATCA Exempt Party; or (B) ” or not a FATCA Exempt Party; (ii) . Additionally, it will supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's party’s compliance with FATCA; (iii) FATCA and supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement Party reasonably requests for the purposes of that other party to this Agreement's party’s compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement confirms to another party to this Agreement pursuant to paragraph (a)(ia) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly. (c) Paragraph (a) above shall not oblige any Credit Party party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, which anything that would or might in its reasonable opinion constitute a breach of: of (i) any law or regulation; , (ii) any fiduciary duty; or duty or (iii) any duty of confidentiality. (d) If a party to this Agreement fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (iia) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Loan Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the a Borrower is a U.S. “United States person” within the meaning of Code Section 7701(a)(30) (a “US Tax Obligor 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 (10) Business Days of: business days of (i) where the a Borrower is a U.S. US Tax ObligorObligor and the relevant Lender is a Party as a Lender at the date of this Agreement, the date of this Agreement; , (ii) where a Borrower is a US Tax Obligor on a date on which any other Bank becomes a Party as a Bank, that date, (iii) the date a new U.S. US Tax Obligor accedes as a Borrower; or Borrower or (iiiiv) where the a Borrower is not a U.S. US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (A) A. a withholding certificate on Form W-8, Form W-9 or any other relevant form; or (B) B. any withholding statement or other document, authorisation authorization or waiver as the Facility Agent may require to certify or establish the status of such Lender Bank under FATCA or that other law or regulation. (f) The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation authorization 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 authorization or waiver provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender Bank shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation authorization or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which case the Lender Bank shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation authorization or waiver to the relevant Borrower. (h) The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation authorization 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 paragraphs (e), (f) or (g) above.

FATCA Information. (a) Subject to paragraph (c) below, each party to this Agreement Party shall, within ten 10 (ten) Business Days of a reasonable request by another party to this AgreementParty: (i) confirm to that other party to this Agreement Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; (ii) supply to that other party to this Agreement 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 to this Agreement Party reasonably requests for the purposes of that other party to this Agreement's Party’s compliance with FATCA;; and (iii) supply to that other party to this Agreement Party such forms, documentation and other information relating to its status as that other party to this Agreement Party reasonably requests for the purposes of that other party to this Agreement's Party’s compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement Party confirms to another party to this Agreement Party pursuant to paragraph (a)(i) above 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 to this Agreement Party shall notify that other party to this Agreement Party reasonably promptly. (c) Paragraph (a) above shall not oblige any Credit Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement Party to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a party to this Agreement Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement Party shall be treated for the purposes of the Credit Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement Party in question provides the requested confirmation, forms, documentation or other information. (e) If the a Borrower is a U.S. 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 10 (10ten) Business Days of: (i) where the an Original Borrower is a U.S. US Tax ObligorObligor 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 U.S. US Tax Obligor accedes as a Borrower; or (iiiiv) where the a Borrower is not a U.S. 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 In addition and irrespective of the foregoing, by signing this Agreement or confirming its adherence to the Agreement, each Lender represents to the Agent shall provide and the Security Agent that as from the earliest FATCA Application Date it will be a FATCA Exempt Party, and herewith also undertakes to inform the Agent and the Security Agent immediately if it becomes aware that it is not, or will not be, as from the earliest FATCA Application Date, or has ceased to be, a FATCA Exempt Party and to notify the Agent if any withholding certificate, withholding statement, document, document authorisation or waiver it receives from a or information provided by the Lender pursuant to paragraph (e) above to the 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, . In case the Agent or the Security Agent in reliance of such representation and undertaking does not make the required FATCA Deduction on a payment to a Lender but it is later established that such FATCA Deduction should have been made because that Lender shall promptly update it and provide is not, or has ceased to be, a FATCA Exempt Party (each such updated withholding certificateLender a Non-FATCA Exempt Lender), withholding statementwhen the payment to that Lender was to be made, document, authorisation or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which case the relevant Non-FATCA Exempt Lender shall promptly notify immediately on demand indemnify the Facility Agent or the Security Agent, as the case may be, against any costs, loss or liability incurred by the Agent or the Security Agent in not making the relevant FATCA Deduction (unless the FATCA Deduction was not made by reason of the Agent’s or the Security Agent’s gross negligence or wilful misconduct). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the 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 paragraph (c) below, each party to this Agreement (other than the Borrower) shall, within ten (10) Business Days of a reasonable request by another party to this Agreement:(other than the Borrower): (i) confirm to that other party to this Agreement whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; (ii) supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreementparty's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreementparty's compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement confirms to another party to this Agreement pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly. (c) Paragraph (a) above shall not oblige any Credit Party Lender or the Facility Agent to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a party to this Agreement fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Loan Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is becomes a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. US Tax Obligor, the date of this Agreement; (ii) where the Borrower is a US Tax Obligor on a date an assignment or transfer is made pursuant to Section 11.11.1 and the relevant Lender is an Assignee Lender or a Transferee Lender that becomes a Lender in accordance with Section 11.11.1, the date on which such Assignee Lender or Transferee Lender becomes a new U.S. Tax Obligor accedes as a Borrower; orLender; (iii) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (A) a withholding certificate on Form W-8W-8 (or any successor form), Form W-9 (or any successor form) 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 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 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 (ed) 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. (ai) Subject to paragraph (ciii) below, each party to this Agreement or any Security Document shall, within ten Business (10) Banking Days of a reasonable request by another party to this AgreementAgreement or any Security Document: (iA) confirm to that other party to this Agreement whether it is: (A) is a FATCA Exempt Party or is not a FATCA Exempt Party; orand (B) not a FATCA Exempt Party; (ii) supply to that other the requesting party to this Agreement such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru percentage” or other information required under the Treasury regulations or other official guidance including intergovernmental agreements) as that other the requesting party to this Agreement reasonably requests for the purposes of that other party to this Agreement's such requesting party’s compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regime. (bii) If a party to this Agreement or any Security Document confirms to another party to this Agreement pursuant to paragraph (a)(iSection 11.8(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 to this Agreement shall notify that other party to this Agreement reasonably promptly. (ciii) Paragraph Subclause (ai) above shall not oblige any Credit Party Creditor to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, anything which would or might in its reasonable opinion constitute a breach of: (i) of any law or regulation; (ii) regulation or any fiduciary duty; or duty of confidentiality provided nothing in this subclause (iii) shall excuse any duty party from providing a true, complete and correct Internal Revenue Service Form W-8 or W-9 (or any successor or substitute form where applicable), and any information provided on such forms shall not be treated as confidential information for purposes of confidentialitythis subclause (iii). (div) If a party to this Agreement or any Security Document fails to confirm whether or not it is a FATCA Exempt Party its status or to supply forms, documentation or other information requested in accordance with paragraph subclause (a)(i) or (iii) above (including, for the avoidance of doubt, where paragraph subclause (ciii) above applies), then (A) if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party to this Agreement shall be treated for the purposes of this Agreement and the Credit Security Documents (and payments under them) as if it is not a FATCA Exempt Party Party; and (B) if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of this Agreement and the Security Documents (and payments made thereunder) as if its applicable passthru percentage is 100%, until (in each case) such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. 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 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 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 paragraph (c) below, each party to this Agreement Party shall, within ten Business Days of a reasonable request by another party to this AgreementParty: (i) confirm to that other party to this Agreement whether it isrequesting Party: (A) whether it is a FATCA Exempt Party or not a FATCA Exempt Party; orand (B) (in the case of an Obligor only) that it is not a US Tax Obligor or FATCA Exempt PartyFFI; (ii) supply to that other party to this Agreement Party such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement Party reasonably requests for the purposes of that other party to this Agreement's Party’s compliance with FATCA;; and (iii) supply to that other party to this Agreement requesting Party such forms, documentation and other information relating to its status as that other party to this Agreement requesting Party reasonably requests for the purposes of that other party to this Agreement's requesting Party’s compliance with any other law, regulation, regulation or exchange of information regime. (b) If a party to this Agreement Party confirms to another party to this Agreement Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party (or (in the case of an Obligor only) it is not a US Tax Obligor or FATCA FFI) and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt PartyParty (or (in the case of an Obligor only) it is or has become a US Tax Obligor or FATCA FFI), that party to this Agreement Party shall notify that other party to this Agreement Party reasonably promptly. (c) Paragraph (a) above shall not oblige any Credit Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement Party to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a party to this Agreement Party fails to confirm whether or not it is a FATCA Exempt Party (or (in the case of an Obligor only) that it is not a US Tax Obligor or FATCA FFI) or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (iia) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement Party shall be treated for the purposes of the Credit Finance Documents (and payments under them) as if it is not a FATCA Exempt Party (and (in the case of an Obligor only) as if it is or has become a US Tax Obligor or FATCA FFI) until such time as the party to this Agreement Party in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. Tax Obligor Lender fails to supply any form, documentation or the Facility Agent reasonably believes that its obligations under FATCA other information in accordance with this Clause 13.7, or any other applicable law or regulation require itform, each Lender shall, within ten (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. 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 documentation 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 information provided by a Lender pursuant to paragraph (e) above to the 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 then such Lender shall promptly update it and provide such updated withholding certificateindemnify the Facility Agent, withholding statementwithin three Business Days of demand, documentagainst any cost, authorisation loss, Tax or waiver to liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent unless it is unlawful for (including any related interest and penalties) in acting as Facility Agent under the Lender Finance Documents as a result of such failure. (f) If the Facility Agent provides an Obligor with sufficient information to do so (in which case determine its withholding obligations under FATCA, but such Obligor fails to withhold as required by FATCA, the Lender Borrower shall promptly notify indemnify the Facility Agent). The , within three Business Days of demand, against any cost, loss, Tax or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent shall provide (including any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower. (hrelated interest and penalties) The in acting as Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from under the Finance Documents as 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) aboveresult of such failure.

FATCA Information. (a) Subject to paragraph (c) below, each party to this Agreement shall, within ten Business Days (10) business days of a reasonable request by another party to this Agreement: (i) confirm to that other party to this Agreement whether it is: is entitled to receive payments free from any deduction or withholding from a payment hereunder required by FATCA (A) a “FATCA Deduction” and a “FATCA Exempt Party; or (B) ” or not a FATCA Exempt Party; (ii) ). Additionally, it will supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's party’s compliance with FATCA; (iii) FATCA and supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement Party reasonably requests for the purposes of that other party to this Agreement's party’s compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement confirms to another party to this Agreement pursuant to paragraph (a)(ia) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly. (c) Paragraph (a) above shall not oblige any Credit Party party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, which anything that would or might in its reasonable opinion constitute a breach of: of (i) any law or regulation; , (ii) any fiduciary duty; or duty or (iii) any duty of confidentiality. (d) If a party to this Agreement fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (iia) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Loan Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the a Borrower is a U.S. “United States person” within the meaning of Code Section 7701(a)(30) (a “US Tax Obligor 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 (10) Business Days of: business days of (i) where the a Borrower is a U.S. US Tax ObligorObligor and such Lender is a Party as a Lender at the date of this Agreement, the date of this Agreement; , (ii) where a Borrower is a US Tax Obligor on a date on which any other bank becomes a Party as a bank, that date, (iii) the date a new U.S. US Tax Obligor accedes as a Borrower; or Borrower or (iiiiv) where the a Borrower is not a U.S. US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (A) A. a withholding certificate on Form W-8, Form W-9 or any other relevant form; or (B) B. any withholding statement or other document, authorisation authorization or waiver as the Facility Agent may require to certify or establish the status of such Lender bank under FATCA or that other law or regulation. (f) The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation authorization 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 authorization or waiver provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender bank shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation authorization or waiver to the Facility Agent unless it is unlawful for the Lender such entity to do so (in which case the Lender bank shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation authorization or waiver to the relevant Borrower. (h) The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation authorization 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 paragraphs (e), (f) or (g) above.

FATCA Information. (a) Subject to paragraph (c) below, each Each party to this Agreement shallwill, within ten 10 Business Days of a reasonable request by another party to this Agreementparty: (i1) confirm to that other party to this Agreement whether or not it is: (A) is a FATCA Exempt Party; orand (B2) not a FATCA Exempt Party; (ii) supply provide to that other party to this Agreement such forms, documentation and other the information relating to its status under FATCA as that which the other party reasonably considers necessary to this Agreement reasonably requests for the purposes of that other party comply with or to this Agreement's demonstrate compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement confirms to another party to this Agreement pursuant to paragraph (a)(iunder clause 6.9(a) above that it is a FATCA Exempt Party and that party must notify the other party as soon as reasonably practical after it subsequently becomes aware that it is not not, or has ceased to be be, a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly. (c) Paragraph (aClause 6.9(a)(2) above shall will not oblige any Credit a Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, anything which would or might may in its reasonable opinion constitute a breach of: (i1) any law or regulation; (ii2) any fiduciary duty; or (iii3) any duty of confidentiality. (d) If a party to this Agreement fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph clause 6.9(a) (a)(iincluding where clause 6.9(c) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such that party to this Agreement shall will be treated for the purposes of the Credit Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 shallwill, within ten (10) 10 Business Days of: (i1) where the Borrower is a U.S. US Tax ObligorObligor and the relevant Lender is the Original Lender, the date of this Agreementagreement; (ii2) where the date Borrower is a new U.S. US Tax Obligor accedes as on a BorrowerTransfer Date and the relevant Lender is a Substitute Lender, the relevant Transfer Date; or (iii3) where the Borrower is not a U.S. 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 will provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (ein accordance with clause 6.9(e) above to the Borrower. (g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility Agent by a Lender pursuant to paragraph (eunder clause 6.9(e) above is or becomes materially inaccurate or incomplete, that the Lender shall will 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 will promptly notify the Facility Agent). The Facility Agent shall will provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower. (h) The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a the Lender pursuant to paragraph (eunder clauses 6.9(e) or (g) above without further verification. The Facility Agent shall will not be liable for any action taken by it under or in connection with paragraph (eclauses 6.9(e), (f) or (g) above.

FATCA Information. (a) Subject to paragraph (c) below, each party to this Agreement the Finance Documents shall, within ten 5 Business Days of a reasonable request by another party to this Agreementthe Finance Documents: (i) confirm to that other party to this Agreement whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party;; and (ii) supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's party’s compliance with FATCA;; and (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's party’s compliance with any other law, regulation, regulation or exchange of information regime.; (b) If if a party to this Agreement any Finance Document confirms to another party to this Agreement pursuant to sub-paragraph (a)(ii) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not not, or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly.; (c) Paragraph paragraph (a) above shall not oblige any Credit Party to do anythingCreditor Party, and paragraph (a)(iii) above shall not oblige any other party Party to this Agreement a Finance Document, to do anything, anything which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality.; (d) If if a party to this Agreement any Finance Document fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is or becomes a U.S. US Tax Obligor or a FATCA FFI, it shall as soon as reasonably practicable inform the Facility Agent of the same; (f) Where the Agent reasonably believes that its obligations under FATCA require it, the Borrower or the relevant Security Party shall provide the Agent, upon request, with a W-8 BEN-E form (or any successor form) or any other applicable law forms or regulation documentation the Agent may reasonably require, as soon as reasonably practicable. The Agent shall not be liable for any action which it takes or refrains from taking under or in connection with this paragraph (f); (g) If the Borrower is or becomes a US Tax Obligor or a FATCA FFI, or where the Agent reasonably believes that its obligations under FATCA require it, each Lender Creditor Party shall, within ten (10) 10 Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Agent, Agent supply to the Facility Agent: (Ai) a withholding certificate on Form W-8, W-8 or Form W-9 (or any other relevant successor form) (as applicable); orand/or (Bii) any withholding statement or and other documentdocumentation, authorisation or waiver authorisations and waivers as the Facility Agent may require to certify or establish the status of such Lender Creditor Party under FATCA or that other law or regulation. (f) The Facility FATCA, the Agent shall provide any withholding certificate, withholding statement, documentdocumentation, authorisation or waiver authorisations and waivers it receives from a Lender Creditor Party pursuant to this paragraph (e) above to the Borrower. (g) If to the Borrower or the relevant Security Party and shall be entitled to rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action which it takes or refrains from taking under or in connection with this paragraph (g); and (h) The Borrower, each Security Party and each Creditor Party agrees that if any withholding certificate, withholding statement, documentdocumentation, authorisation or waiver authorisations and waivers provided to the Facility Agent by a Lender pursuant to paragraph paragraphs (ef) to (g) above is or becomes materially inaccurate or incomplete, that Lender it shall promptly update it and provide such updated withholding certificate, withholding statement, documentdocumentation, authorisation authorisations and waivers 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)Agent in writing of its legal inability to do so. The Facility Agent shall shall, if applicable, provide any such updated withholding certificate, withholding statement, documentdocumentation, authorisation or waiver authorisations and waivers to the Borrower. (h) The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation Borrower or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verificationthe relevant Security Party. The Facility Agent shall not be liable for any action taken by which it takes or refrains from taking under or in connection with this paragraph (eh), (f) or (g) above.

FATCA Information. (a) Subject to paragraph (c) below, each party to this Agreement shall, within ten Business Days of a reasonable request by another party to this Agreement: (i) confirm to that other party to this Agreement whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; (ii) supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with FATCA; (iii) supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement confirms to another party to this Agreement pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly. (c) Paragraph (a) above shall not oblige any Credit Party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, which would or might in its reasonable opinion constitute a breach of: (i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality. (d) If a party to this Agreement fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the Borrower is a U.S. 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 (10) Business Days of: (i) where the Borrower is a U.S. Tax Obligor, the date of this Agreement; (ii) the date a new U.S. Tax Obligor accedes as a Borrower; or (iii) where the Borrower is not a U.S. 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 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 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

FATCA Information. Notwithstanding Section 2.15(e) or any other provision of this Agreement to the contrary: (ai) Subject to paragraph (ciii) below, each party to this Agreement Party shall, within ten Business Days of a reasonable request by another party to this AgreementParty: (iA) confirm to that other party to this Agreement Party whether it is: (A1) a FATCA Exempt Party; or (B2) not a FATCA Exempt Party; (iiB) supply to that other party to this Agreement Party such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement Party reasonably requests for the purposes of that other party to this Agreement's Party’s compliance with FATCA; (iiiC) supply to that other party to this Agreement Party such forms, documentation and other information relating to its status as that other party to this Agreement Party reasonably requests for the purposes of that other party to this Agreement's Party’s compliance with any other law, regulation, or exchange of information regime.. 1104695.02A-CHISR01A - MSW (bii) If a party to this Agreement Party confirms to another party to this Agreement Party pursuant to paragraph (a)(ii)(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 to this Agreement Party shall notify that other party to this Agreement Party reasonably promptly. (ciii) Paragraph (ai) above shall not oblige any Credit Party Lender or the Administrative Agent to do anything, and paragraph (a)(iiii)(C) above shall not oblige any other party to this Agreement Party to do anything, which would or might in its reasonable opinion constitute a breach of: (iA) any law or regulation; (iiB) any fiduciary duty; or (iiiC) any duty of confidentiality. (div) If a party to this Agreement Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(ii)(A) or (iiB) above (including, for the avoidance of doubt, where paragraph (ciii) above applies), then such party to this Agreement Party shall be treated for the purposes of the Credit Loan Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement Party in question provides the requested confirmation, forms, documentation or other information. (ev) If the Borrower is a U.S. Tax Obligor or the Facility Administrative 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: (iA) where the Borrower is a U.S. Tax ObligorObligor and the relevant Lender is a Lender on the date of this Agreement, the date of this Agreement; (iiB) where the Borrower is a U.S. Tax Obligor on a date on which a Lender becomes a Lender under this Agreement and the relevant Lender was not a Lender on the date of this Agreement, the relevant date on which such Lender becomes a Lender under this Agreement; (C) the date a new U.S. Tax Obligor accedes as a the Borrower; or (iiiD) where the Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Administrative Agent, supply to the Facility Agent:Administrative Agent (to the extent not otherwise supplied pursuant to Section 2.15(e) above): (A1) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or (B2) any withholding statement or other document, authorisation authorization or waiver as the Facility Administrative Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation. (fvi) The Facility Administrative Agent shall provide any withholding certificate, withholding statement, document, authorisation authorization or waiver it receives from a Lender pursuant to paragraph (ev) above to the BorrowerDesignated Company. (gvii) If any withholding certificate, withholding statement, document, authorisation authorization or waiver provided to the Facility Administrative Agent by a Lender pursuant to paragraph (ev) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, 1104695.02A-CHISR01A - MSW document, authorisation authorization 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 Administrative Agent). The Facility Administrative Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation authorization or waiver to the BorrowerDesignated Company. (hviii) The Facility Administrative Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (ev) or (gvii) above without further verification. The Facility Administrative Agent shall not be liable for any action taken by it under or in connection with paragraph (ev), (fvi) or (gvii) above. (ix) Without prejudice to any other term of this Agreement, if a Lender fails to supply any withholding certificate, withholding statement, document, authorization, waiver or information in accordance with paragraph (v) above, or any withholding certificate, withholding statement, document, authorization, waiver or information provided by a Lender to the Administrative Agent is or becomes materially inaccurate or incomplete, then such Lender shall indemnify the Administrative Agent, within three Business Days of demand, against any cost, loss, Tax or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Administrative Agent (including any related interest and penalties) in acting as Administrative Agent under the Loan Documents as a result of such failure.

FATCA Information. (a) Subject to paragraph (c) below, each party to this Agreement shall, within ten Business Days (10) business days of a reasonable request by another party to this Agreement: (i) confirm to that other party to this Agreement whether it is: is entitled to receive payments free from any deduction or withholding from a payment hereunder required by FATCA (A) a “FATCA Deduction” and a “FATCA Exempt Party; or (B) ” or not a FATCA Exempt Party; (ii) ). Additionally, it will supply to that other party to this Agreement such forms, documentation and other information relating to its status under FATCA as that other party to this Agreement reasonably requests for the purposes of that other party to this Agreement's party’s compliance with FATCA; (iii) FATCA and supply to that other party to this Agreement such forms, documentation and other information relating to its status as that other party to this Agreement Party reasonably requests for the purposes of that other party to this Agreement's party’s compliance with any other law, regulation, or exchange of information regime. (b) If a party to this Agreement confirms to another party to this Agreement pursuant to paragraph (a)(ia) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that party to this Agreement shall notify that other party to this Agreement reasonably promptly. (c) Paragraph (a) above shall not oblige any Credit Party party to do anything, and paragraph (a)(iii) above shall not oblige any other party to this Agreement to do anything, which anything that would or might in its reasonable opinion constitute a breach of: of (i) any law or regulation; , (ii) any fiduciary duty; or duty or (iii) any duty of confidentiality. (d) If a party to this Agreement fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (iia) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party to this Agreement shall be treated for the purposes of the Credit Loan Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the party to this Agreement in question provides the requested confirmation, forms, documentation or other information. (e) If the a Borrower is a U.S. “United States person” within the meaning of Code Section 7701(a)(30) (a “US Tax Obligor 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 (10) Business Days of: business days of (i) where the a Borrower is a U.S. US Tax ObligorObligor and the relevant Lender is a Party as a Lender at the date of this Agreement, the date of this Agreement; , (ii) where a Borrower is a US Tax Obligor on a date on which any other bank becomes a Party as a bank, that date, (iii) the date a new U.S. US Tax Obligor accedes as a Borrower; or Borrower or (iiiiv) where the a Borrower is not a U.S. US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent: (A) A. a withholding certificate on Form W-8, Form W-9 or any other relevant form; or (B) B. any withholding statement or other document, authorisation authorization or waiver as the Facility Agent may require to certify or establish the status of such Lender bank under FATCA or that other law or regulation. (f) The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation authorization 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 authorization or waiver provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender bank shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation authorization or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which case the Lender bank shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation authorization or waiver to the relevant Borrower. (h) The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation authorization 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 paragraphs (e), (f) or (g) above.