Common use of Non-U.S Clause in Contracts

Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date on which it becomes a Lender hereunder, deliver to the Borrower and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a "bank" for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. or (ii) totally exempt from U.S. federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and to the effect that (i) such Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms). Each Lender agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent the forms previously delivered by it pursuant to this section are no longer effective, and promptly upon the Borrower's or the Administrative Agent's reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrower and the Administrative Agent, as applicable, if and to the extent it is properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30Lender”) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date on which it becomes a Lender hereunder, shall deliver to the Borrower and the Administrative AgentAgent (or, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender an assignment that is a "bank" for purposes not disclosed to Borrower in accordance with the provisions of Section 881(c)(3)(A12.2, solely to the assigning Lender and Agent and not to Borrower) of the Code, two (2) duly completed copies of each applicable U.S. Internal Revenue Service Form W-8BEN W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI and any other certificate or statement of exemption required by Treasury RegulationsW-8ECI, or any subsequent versions thereof or successors theretothereto or other forms prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. or (ii) totally exempt from U.S. federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent claiming complete exemption from United States federal withholding Tax on all payments by Borrower under this Agreement and the Borrower other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. In addition to properly completing and to the effect that duly executing Forms W-8BEN, W-8BEN-E or W-8IMY (i) or any subsequent versions thereof or successor thereto), if such Non-U.S. Lender is not a "bank" for purposes claiming an exemption from withholding of United States Federal income tax under Section 881(c)(3)(A871(h) or 881(c) of the Code, such Lender hereby represents and warrants that (A) it is not a “bank” within the meaning of Section 881(c) of the Code, (B) it is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and (C) it has not been treated as a bank for purposes of any taxTax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (iiD) it is not a ten (10) “10 percent shareholder for purposes shareholder” within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and of Borrower, (iiiE) it is not a controlled foreign corporation receiving interest from a related person for purposes within the meaning of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 Code and (F) none of the interest arising from this Agreement constitutes contingent interest within the meaning of Section 871(h)(4) or W-9, as applicable (or successor forms). Each Section 881(c)(4) of the Code and such Non-U.S. Lender agrees that it shallshall provide Agent, promptly upon a change and Agent shall provide to Borrower (or, in the case of its lending office or an assignment that is not disclosed to Borrower in accordance with the selection provisions of any additional lending officeSection 12.2, solely to the extent the forms previously delivered by assigning Lender and Agent and not to Borrower), with prompt notice at any time after becoming a Lender hereunder that it pursuant to this section are can no longer effectivemake the foregoing representations and warranties. If a payment made to a Non-U.S. Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, and promptly upon the Borrower's or the Administrative Agent's reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, such Lender shall deliver to the Borrower and Agent at the Administrative Agent, time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by Applicable Law and such additional documentation reasonably requested by the Borrower or the Agent as applicablemay be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. (Solely for purposes of the foregoing sentence, FACTA shall include all amendments to FACTA after the date of this Agreement.) Each Non-U.S. Lender shall promptly notify Borrower (or, in the case of an assignment that is not disclosed to Borrower 102 in accordance with the provisions of Section 12.2, solely to the extent assigning Lender and Agent and not to Borrower) at any time it determines that it is properly entitled no longer in a position to do soprovide any previously delivered form or certificate (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this section, a properly completed and executed Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection (other than Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI, or any subsequent versions thereof or successors thereto, as applicable) if, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender who makes an assignment pursuant to Section 12.2 shall indemnify and agree to hold Agent, Borrower and the other Lenders harmless from and against any United States federal withholding Tax, interest and penalties that would not have been imposed but for (i) the failure of the Affiliate that received such assignment under Section 12.2 to comply with this Section 13.8(f) or (ii) the failure of such Lender to withhold and pay such tax at the proper rate in the event such Affiliate does not comply with this Section 13.8(f) (or complies with Section 13.8(f) but delivers forms indicating it is entitled to a reduced rate of such tax). Any Lender that is a U.S. Lender shall deliver to Borrower and Agent (i) a properly prepared and duly executed U.S. Internal Revenue Service Form W-8 or W-9, as applicable (or any successor forms subsequent versions thereof or successors thereto, certifying that such Lender is entitled to receive any and all payments under this Agreement and each other Loan Document free and clear from withholding of United States federal income taxes and (ii) upon Borrower’s reasonable request, such other reasonable documentation as will enable Borrower and/or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Person that shall become a Participant pursuant to Section 12.2 shall, on or before the date of the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this Section 13.8(f) and Section 13.8(h), and shall make the representations and warranties set forth in clauses (A) – (F) above, provided that the obligations of such Participant, pursuant to this Section 13.8(f) and Section 13.8(h), shall be determined as if such Participant were a Lender except that such Participant shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased.

Non-U.S. Lenders. Each Lender and the Administrative Agent Creditor Party that is not organized under the laws of a U.S. Person as defined in Section 7701(a)(30) of jurisdiction outside the Code for federal income tax purposes United States (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, that it shall, no later than the Closing Date (or, in the case of a Creditor Party which becomes a party hereto pursuant to this Credit Agreement after the Closing Date, on or prior to the date on upon which it such Creditor Party becomes a party hereto), and from time to time thereafter upon the reasonable request of the Borrowers (but only if such Non-U.S. Lender hereunder, or beneficial owner is legally entitled to do so) deliver to the Borrower Borrowers and the Administrative AgentAgent two properly completed and duly executed copies of either U.S. Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY or any subsequent versions thereof or xxxxxxxxxx xxxreto, or any other form prescribed by applicable law as applicablea basis for claiming exemption from (or reduction in) United States federal withholding tax together with such supplementary documentation as may be prescribed by applicable law, such certificatesin each case claiming complete exemption from, documents or other evidencereduced rate of, as U.S. federal withholding tax and when required by the Code or Treasury Regulations issued pursuant theretopayments of interest hereunder. In addition, including (a) in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or Section 881(c) of the Code, such Non-U.S. Lender (to the extent legally entitled to do so) shall deliver a certificate, in substantially the same form as Exhibit 6.3.4, to the Borrowers and the Administrative Agent, certifying that such Non-U.S. Lender or beneficial owner is not (A) a "bank" bank for purposes of Section 881(c)(3)(A) of the Code, two (2B) duly completed copies a 10-percent shareholder of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. or (ii) totally exempt from U.S. federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to Borrowers within the Administrative Agent and the Borrower and to the effect that (i) such Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes meaning of Section 881(c)(3)(B) of the Code Code, and (iiiC) is not a "controlled foreign corporation receiving interest from a related person for purposes of corporation" described in Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms). Each Non-U.S. Lender (i) agrees that it shall, shall promptly upon a change of its lending office or notify the selection of Borrowers and the Administrative Agent in the event any additional lending office, to the extent the forms previously delivered by it such representation provided pursuant to this section are Section is no longer effective, accurate and promptly upon the Borrower's or the Administrative Agent's reasonable request after the occurrence of any other event (including the passage of timeii) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement agrees that it will deliver updated versions of the forms previously delivered, deliver to the Borrower and the Administrative Agentforegoing, as applicable, if and whenever any of the previous certifications provided herein has become inaccurate in any material respect, together with such other forms as may be required in order to confirm or establish the entitlement of such Creditor Party to a continued exemption from or reduction in United States withholding tax with respect to payments under this Credit Agreement. All forms provided in this Section shall be delivered by each Non-U.S. Lender to the extent Borrowers and the Administrative Agent on or before the date it is properly entitled becomes a party to do sothis Credit Agreement and on or before the date, if any, such Non-U.S. Lender changes its applicable lending office by designating a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable different lending office (or any successor forms theretoa "New Lending Office").

Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30Lender”) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date on which it becomes a Lender hereunder, shall deliver to the Borrower and the Administrative AgentAgent (or, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender an assignment that is a "bank" for purposes not disclosed to Borrower in accordance with the provisions of Section 881(c)(3)(A12.2, solely to the assigning Lender and Agent and not to Borrower) of the Code, two (2) duly completed copies of each applicable U.S. Internal Revenue Service Form W-8BEN W-8BEN, Form W‑8BEN‑E, Form W-8IMY or Form W-8ECI and any other certificate or statement of exemption required by Treasury RegulationsW-8ECI, or any subsequent versions thereof thereof, successors thereto or successors theretosuch other forms or documents as may be reasonably required under Applicable Law, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. or (ii) totally exempt from U.S. federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent claiming complete exemption from United States federal withholding Tax on all payments by Borrower under this Agreement and the Borrower other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. In addition to properly completing and to the effect that duly executing Forms W-8BEN or W‑8BEN‑E (i) or any subsequent versions thereof or successor thereto), if such Non-U.S. Lender is not a "bank" for purposes claiming an exemption from withholding of United States federal income Tax under Section 881(c)(3)(A871(h) or 881(c) of the Code, such Lender hereby represents and warrants that (A) it is not a “bank” within the meaning of Section 881(c) of the Code, (B) it is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and (C) it has not been treated as a bank for purposes of any taxTax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (iiD) it is not a ten (10) “10 percent shareholder for purposes shareholder” of Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and Code, (iiiE) it is not a controlled foreign corporation receiving interest from a related person for purposes within the meaning of Section 881(c)(3)(C) of the CodeCode and (F) none of the interest arising from this Agreement constitutes contingent interest within the meaning of Section 871(h)(4) or Section 881(c)(4) of the Code and such Non-U.S. Lender agrees that it shall provide Agent, together and Agent shall provide to Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the assigning Lender and Agent and not to Borrower), with prompt notice at any time after becoming a Lender hereunder that it can no longer make the foregoing representations and warranties. Each Non-U.S. Lender shall promptly notify Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the assigning Lender and Agent and not to Borrower) at any time it determines that it is no longer in a position to provide any previously delivered form or certificate (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this section, a Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection that such Non-U.S. Lender is not legally able to deliver. Each Lender who makes an assignment pursuant to Section 12.2 where the assignment and assumption agreement is not delivered to Borrower shall indemnify and agree to hold Agent, Borrower and the other Lenders harmless from and against any United States federal withholding Tax, interest and penalties that would not have been imposed but for (i) the failure of the Transferee that received such assignment under Section 12.2 108 to comply with this Section 14.1(f) or (ii) the failure of such Lender to withhold and pay such Tax at the proper rate in the event such Transferee does not comply with this Section 14.1(f) (or complies with Section 14.1(f) but delivers forms indicating it is entitled to a reduced rate of such Tax). Any Lender that is a U.S. Person shall deliver to Borrower and Agent (i) a properly completed prepared and duly executed U.S. Internal Revenue Service Form W-8 or W-9, or any subsequent versions thereof or successors thereto, certifying that such Lender is entitled to receive any and all payments under this Agreement and each other Loan Document free and clear from withholding of United States federal backup withholding Taxes or (ii) such other reasonable documentation as applicable (will enable Borrower and/or Agent to determine whether or successor forms)not such Lender is subject to United States federal backup withholding or information reporting requirements. Each Lender agrees Person that it shall become a Participant pursuant to Section 12.2 shall, promptly upon a change on or before the date of its lending office or the selection effectiveness of any additional lending officethe related transfer, be required to provide all of the extent the forms previously delivered by it forms, certifications and statements required pursuant to this section are no longer effectiveSection 14.1(f), and promptly upon shall make the Borrower's or representations and warranties set forth in clauses (A) – (F) above, provided that the Administrative Agent's reasonable request after the occurrence obligations of any other event (including the passage of timesuch Participant, pursuant to this Section 14.1(f) requiring the delivery of shall be determined as if such Participant were a Form W-8BENLender except that such Participant shall furnish all such required forms, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver certifications and statements to the Borrower and Lender from which the Administrative Agent, as applicable, if and to the extent it is properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto)related participation shall have been purchased.

Non-U.S. Lenders. Each Lender and Lender, the Administrative Agent and ----------------- each Liquidity Provider that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a "Non-U.S. -------- Lender") hereby agrees that, if and to the extent it is legally able to do so, that it shall, prior to the date on which it becomes a of the first ------ payment by the Borrower hereunder to be made to such Non-U.S. Lender hereunderor for such Non-U.S. Lender's account, and prior to the expiration or obsolescence of any previously delivered form, deliver to the Borrower and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a "bank" for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN (certifying as to entitlement to treaty benefits) or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Non-U.S. Lender or Administrative Agent of a trade or business in the U.S. United States or (ii) totally exempt from U.S. United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and to the effect that (i) such Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9W-8BEN (certifying as to beneficial ownership), as applicable (or successor forms). Each Lender agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent the forms previously delivered by it pursuant to this section are no longer effectiveeffective or accurate, and promptly upon the Borrower's or the Administrative Agent's reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BENW- 8BEN, Form W-8ECI, W-8ECI or Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrower and the Administrative Agent, as applicable, if and to the extent it is properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, W-8ECI or Form W-8 or W-9, as applicable (or any successor forms thereto). Each Lender also represents that it is not a "conduit entity" as described in U.S. Treasury Regulation (S)1.881-3(a)(4). The Borrower shall not be required to pay any additional amounts to any Non-U.S. Lender in respect of United States federal withholding tax pursuant to (S)3.3.2 above to the extent that the obligation to pay such additional amounts would not have arisen but for a failure by such Non-U.S. Lender to comply with the provisions of this (S)3.3.3 or to deliver the documents specified in this (S)3.3.3, including if such Non-U.S. Lender is not properly or legally entitled to use or deliver any of the forms set forth above (or any successor forms thereto) or on account of a Lender being a "conduit entity"; provided, -------- however, that the foregoing shall not relieve the Borrower of its ------- obligation to pay additional amounts pursuant to (S)3.3.2 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in interpretation, administration or application thereof, a Non-US Lender that was previously entitled to receive all payments under this Loan Agreement and the Notes without deduction or withholding of any United States federal income taxes is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding. If the Borrower incurs any costs with respect to any Lender by reason of this (S)3.3.3, the Borrower will have the right to replace such Lender in accordance with the provisions of (S)3.12 hereof.

Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30Lender”) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date on which it becomes a Lender hereunder, shall deliver to the Borrower and the Administrative AgentAgent (or, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender an assignment that is a "bank" for purposes not disclosed to Borrower in accordance with the provisions of Section 881(c)(3)(A12.2, solely to the assigning Lender and Agent and not to Borrower) of the Code, two (2) duly completed copies of each applicable U.S. Internal Revenue Service Form W-8BEN W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI and any other certificate or statement of exemption required by Treasury RegulationsW-8ECI, or any subsequent versions thereof or successors theretothereto or other forms prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. or (ii) totally exempt from U.S. federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent claiming complete exemption from United States federal withholding Tax on all payments by Borrower under this Agreement and the Borrower other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. In addition to properly completing and to the effect that duly executing Forms W-8BEN, W-8BEN-E or W-8IMY (i) or any subsequent versions thereof or successor thereto), if such Non-U.S. Lender is not a "bank" for purposes claiming an exemption from withholding of United States Federal income tax under Section 881(c)(3)(A871(h) or 881(c) of the Code, such Lender hereby represents and warrants that (A) it is not a “bank” within the meaning of Section 881(c) of the Code, (B) it is not subject to regulatory or 91 other legal requirements as a bank in any jurisdiction, and (C) it has not been treated as a bank for purposes of any taxTax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (iiD) it is not a ten (10) “10 percent shareholder for purposes shareholder” within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and of Borrower, (iiiE) it is not a controlled foreign corporation receiving interest from a related person for purposes within the meaning of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 Code and (F) none of the interest arising from this Agreement constitutes contingent interest within the meaning of Section 871(h)(4) or W-9, as applicable (or successor forms). Each Section 881(c)(4) of the Code and such Non-U.S. Lender agrees that it shallshall provide Agent, promptly upon a change and Agent shall provide to Borrower (or, in the case of its lending office or an assignment that is not disclosed to Borrower in accordance with the selection provisions of any additional lending officeSection 12.2, solely to the extent the forms previously delivered by assigning Lender and Agent and not to Borrower), with prompt notice at any time after becoming a Lender hereunder that it pursuant to this section are can no longer effectivemake the foregoing representations and warranties. If a payment made to a Non-U.S. Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, and promptly upon the Borrower's or the Administrative Agent's reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, such Lender shall deliver to the Borrower and Agent at the Administrative Agent, time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by Applicable Law and such additional documentation reasonably requested by the Borrower or the Agent as applicablemay be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. (Solely for purposes of the foregoing sentence, FACTA shall include all amendments to FACTA after the date of this Agreement.) Each Non-U.S. Lender shall promptly notify Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the extent assigning Lender and Agent and not to Borrower) at any time it determines that it is properly entitled no longer in a position to do soprovide any previously delivered form or certificate (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this section, a properly completed and executed Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection (other than Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI, or any subsequent versions thereof or successors thereto, as applicable) if, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender who makes an assignment pursuant to Section 12.2 shall indemnify and agree to hold Agent, Borrower and the other Lenders harmless from and against any United States federal withholding Tax, interest and penalties that would not have been imposed but for (i) the failure of the Affiliate that received such assignment under Section 12.2 to comply with this Section 13.8(f) or (ii) the failure of such Lender to withhold and pay such tax at the proper rate in the event such Affiliate does not comply with this Section 13.8(f) (or complies with Section 13.8(f) but delivers forms indicating it is entitled to a reduced rate of such tax). Any Lender that is a U.S. Lender shall deliver to Borrower and Agent (i) a properly prepared and duly executed U.S. Internal Revenue Service Form W-8 or W-9, as applicable (or any successor forms subsequent versions thereof or successors thereto, certifying that such Lender is entitled to receive any and all payments under this Agreement and each other Loan Document free and clear from withholding of United States federal income taxes and (ii) upon Borrower’s reasonable request, such other reasonable documentation as will enable Borrower and/or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Person that shall become a Participant pursuant to Section 12.2 shall, on or before the date of the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this Section 13.8(f) and Section 13.8(h), and shall make the representations and warranties set forth in clauses (A) – (F) above, provided that the obligations of such Participant, pursuant to this Section 13.8(f) and Section 13.8(h), shall be determined as if such Participant were a Lender except that such Participant shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased.

Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30Lender”) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date on which it becomes a Lender hereunder, shall deliver to the Borrower and the Administrative AgentAgent (or, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender an assignment that is a "bank" for purposes not disclosed to Borrower in accordance with the provisions of Section 881(c)(3)(A12.2, solely to the assigning Lender and Agent and not to Borrower) of the Code, two (2) duly completed copies of each applicable U.S. Internal Revenue Service Form W-8BEN W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI and any other certificate or statement of exemption required by Treasury RegulationsW-8ECI, or any subsequent versions thereof or successors theretothereto or other forms prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. or (ii) totally exempt from U.S. federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent claiming complete exemption from United States federal withholding Tax on all payments by Borrower under this Agreement and the Borrower other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it Katapult SPV-1 LLC – Loan and Security Agreement becomes a party to this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the effect that obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. In addition to properly completing and duly executing Forms W-8BEN, W-8BEN-E or W-8IMY (i) or any subsequent versions thereof or successor thereto), if such Non-U.S. Lender is not a "bank" for purposes claiming an exemption from withholding of United States Federal income tax under Section 881(c)(3)(A871(h) or 881(c) of the Code, such Lender hereby represents and warrants that (A) it is not a “bank” within the meaning of Section 881(c) of the Code, (B) it is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and (C) it has not been treated as a bank for purposes of any taxTax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (iiD) it is not a ten (10) “10 percent shareholder for purposes shareholder” within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and of Borrower, (iiiE) it is not a controlled foreign corporation receiving interest from a related person for purposes within the meaning of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 Code and (F) none of the interest arising from this Agreement constitutes contingent interest within the meaning of Section 871(h)(4) or W-9, as applicable (or successor forms). Each Section 881(c)(4) of the Code and such Non-U.S. Lender agrees that it shallshall provide Agent, promptly upon a change and Agent shall provide to Borrower (or, in the case of its lending office or an assignment that is not disclosed to Borrower in accordance with the selection provisions of any additional lending officeSection 12.2, solely to the extent the forms previously delivered by assigning Xxxxxx and Agent and not to Borrower), with prompt notice at any time after becoming a Lender hereunder that it pursuant to this section are can no longer effectivemake the foregoing representations and warranties. If a payment made to a Non-U.S. Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, and promptly upon the Borrower's or the Administrative Agent's reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, such Lender shall deliver to the Borrower and Agent at the Administrative Agent, time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by Applicable Law and such additional documentation reasonably requested by the Borrower or the Agent as applicablemay be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Xxxxxx’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. (Solely for purposes of the foregoing sentence, FACTA shall include all amendments to FACTA after the date of this Agreement.) Each Non-U.S. Lender shall promptly notify Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the extent assigning Lender and Agent and not to Borrower) at any time it determines that it is properly entitled no longer in a position to do soprovide any previously delivered form or certificate (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this section, a properly completed and executed Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection (other than Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI, or any subsequent versions thereof or successors thereto, as applicable) if, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender who makes an assignment pursuant to Section 12.2 shall indemnify and agree to hold Agent, Borrower and the other Lenders harmless from and against any United States federal withholding Tax, interest and penalties that would not have been imposed but for (i) the failure of the Affiliate that received such assignment under Section 12.2 to comply with this Section 13.8(f) or (ii) the failure of such Lender to withhold and pay such tax at the proper rate in the event such Affiliate does not comply with this Section 13.8(f) (or complies with Section 13.8(f) but delivers forms indicating it is entitled to a reduced rate of such tax). Any Lender that is a U.S. Lender shall deliver to Borrower and Agent (i) a properly prepared and duly executed U.S. Internal Revenue Service Form W-8 or W-9, as applicable (or any successor forms subsequent versions thereof or successors thereto, certifying that such Lender is entitled to receive any and all payments under this Agreement and each other Loan Document free and clear from withholding of United States federal income taxes and (ii) upon Borrower’s reasonable request, such other reasonable documentation as will enable Borrower and/or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Person that shall become a Participant pursuant to Section 12.2 shall, on or before the date of the effectiveness of the related transfer, be Katapult SPV-1 LLC – Loan and Security Agreement 104 required to provide all of the forms, certifications and statements required pursuant to this Section 13.8(f) and Section 13.8(h), and shall make the representations and warranties set forth in clauses (A) – (F) above, provided that the obligations of such Participant, pursuant to this Section 13.8(f) and Section 13.8(h), shall be determined as if such Participant were a Lender except that such Participant shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased.

Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30Lender”) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date on which it becomes a Lender hereunder, shall deliver to the Borrower and the Administrative AgentAgent (or, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender an assignment that is a "bank" for purposes not disclosed to Borrower in accordance with the provisions of Section 881(c)(3)(A12.2, solely to the assigning Lender and Agent and not to Borrower) of the Code, two (2) duly completed copies of each applicable U.S. Internal Revenue Service Form W-8BEN W-8BEN, Form W‑8BEN‑E, Form W-8IMY or Form W-8ECI and any other certificate or statement of exemption required by Treasury RegulationsW-8ECI, or any subsequent versions thereof thereof, successors thereto or successors theretosuch other forms or documents as may be reasonably required under Applicable Law, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. or (ii) totally exempt from U.S. federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent claiming complete exemption from United States federal withholding Tax on all payments by Borrower under this Agreement and the Borrower other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. In addition to properly completing and to the effect that duly executing Forms W-8BEN or W‑8BEN‑E (i) or any subsequent versions thereof or successor thereto), if such Non-U.S. Lender is not a "bank" for purposes claiming an exemption from withholding of United States federal income Tax under Section 881(c)(3)(A871(h) or 881(c) of the Code, such Lender hereby represents and warrants that (A) it is not a “bank” within the meaning of Section 881(c) of the Code, (B) it is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and (C) it has not been treated as a bank for purposes of any taxTax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (iiD) it is not a ten (10) “10 percent shareholder for purposes shareholder” of Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and Code, (iiiE) it is not a controlled foreign corporation receiving interest from a related person for purposes within the meaning of Section 881(c)(3)(C) of the CodeCode and (F) none of the interest arising from this Agreement constitutes contingent interest within the meaning of Section 871(h)(4) or Section 881(c)(4) of the Code and such Non-U.S. Lender agrees that it shall provide Agent, together and Agent shall provide to Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the assigning Lender and Agent and not to Borrower), with prompt notice at any time after becoming a Lender hereunder that it can no longer make the 100 foregoing representations and warranties. Each Non-U.S. Lender shall promptly notify Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the assigning Lender and Agent and not to Borrower) at any time it determines that it is no longer in a position to provide any previously delivered form or certificate (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this section, a Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection that such Non-U.S. Lender is not legally able to deliver. Each Lender who makes an assignment pursuant to Section 12.2 where the assignment and assumption agreement is not delivered to Borrower shall indemnify and agree to hold Agent, Borrower and the other Lenders harmless from and against any United States federal withholding Tax, interest and penalties that would not have been imposed but for (i) the failure of the Transferee that received such assignment under Section 12.2 to comply with this Section 13.8(f) or (ii) the failure of such Lender to withhold and pay such Tax at the proper rate in the event such Transferee does not comply with this Section 13.8(f) (or complies with Section 13.8(f) but delivers forms indicating it is entitled to a reduced rate of such Tax). Any Lender that is a U.S. Person shall deliver to Borrower and Agent (i) a properly completed prepared and duly executed U.S. Internal Revenue Service Form W-8 or W-9, or any subsequent versions thereof or successors thereto, certifying that such Lender is entitled to receive any and all payments under this Agreement and each other Loan Document free and clear from withholding of United States federal backup withholding Taxes or (ii) such other reasonable documentation as applicable (will enable Borrower and/or Agent to determine whether or successor forms)not such Lender is subject to United States federal backup withholding or information reporting requirements. Each Lender agrees Person that it shall become a Participant pursuant to Section 12.2 shall, promptly upon a change on or before the date of its lending office or the selection effectiveness of any additional lending officethe related transfer, be required to provide all of the extent the forms previously delivered by it forms, certifications and statements required pursuant to this section are no longer effectiveSection 13.8(f), and promptly upon shall make the Borrower's or representations and warranties set forth in clauses (A) – (F) above, provided that the Administrative Agent's reasonable request after the occurrence obligations of any other event (including the passage of timesuch Participant, pursuant to this Section 13.8(f) requiring the delivery of shall be determined as if such Participant were a Form W-8BENLender except that such Participant shall furnish all such required forms, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver certifications and statements to the Borrower and Lender from which the Administrative Agent, as applicable, if and to the extent it is properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto)related participation shall have been purchased.

Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30Lender”) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date on which it becomes a Lender hereunder, shall deliver to the Borrower and the Administrative AgentAgent (or, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender an assignment that is a "bank" for purposes not disclosed to Borrower in accordance with the provisions of Section 881(c)(3)(A12.2, solely to the assigning Lender and Agent and not to Borrower) of the Code, two (2) duly completed copies of each applicable U.S. Internal Revenue Service Form W-8BEN W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI and any other certificate or statement of exemption required by Treasury RegulationsW-8ECI, or any subsequent versions thereof or successors theretothereto or other forms prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. or (ii) totally exempt from U.S. federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent claiming complete exemption from United States federal withholding Tax on all payments by Borrower under this Agreement and the Borrower other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. In addition to properly completing and to the effect that duly executing Forms W-8BEN, W-8BEN-E or W-8IMY (i) or any subsequent versions thereof or successor thereto), if such Non-U.S. Lender is not a "bank" for purposes claiming an exemption from withholding of United States Federal income tax under Section 881(c)(3)(A871(h) or 881(c) of the Code, such Lender hereby represents and warrants that (A) it is not a “bank” within the meaning of Section 881(c) of the Code, (B) it is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and (C) it has not been treated as a bank for purposes of any taxTax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (iiD) it is not a ten (10) “10 percent shareholder for purposes shareholder” within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and of Borrower, (iiiE) it is not a controlled foreign corporation receiving interest from a related person for purposes within the meaning of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 Code and (F) none of the interest arising from this Agreement constitutes contingent interest within the meaning of Section 871(h)(4) or W-9, as applicable (or successor forms). Each Section 881(c)(4) of the Code and such Non-U.S. Lender agrees that it shallshall provide Agent, promptly upon a change and Agent shall provide to Borrower (or, in the case of its lending office or an assignment that is not disclosed to Borrower in accordance with the selection provisions of any additional lending officeSection 12.2, solely to the extent the forms previously delivered by assigning Xxxxxx and Agent and not to Borrower), with prompt notice at any time after becoming a Lender hereunder that it pursuant to this section are can no longer effectivemake the foregoing representations and warranties. If a payment made to a Non-U.S. Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, and promptly upon the Borrower's or the Administrative Agent's reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, such Lender shall deliver to the Borrower and Agent at the Administrative Agent, time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by Applicable Law and such additional documentation reasonably requested by the Borrower or the Agent as applicablemay be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Xxxxxx’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. (Solely for purposes of the foregoing sentence, FACTA shall include all amendments to FACTA after the date of this Agreement.) Each Non-U.S. Lender shall promptly notify Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the extent assigning Lender and Agent and not to Borrower) at any time it determines that it is properly entitled no longer in a position to do soprovide any previously delivered form or certificate (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this section, a properly completed and executed Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection (other than Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI, or any subsequent versions thereof or successors thereto, as applicable) if, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender who makes an assignment pursuant to Section 12.2 shall indemnify and agree to hold Agent, Xxxxxxxx and the other Lenders harmless from and against any United States federal withholding Tax, interest and penalties that would not have been imposed but for (i) the failure Katapult SPV-1 LLC – Loan and Security Agreement 104 of the Affiliate that received such assignment under Section 12.2 to comply with this Section 13.8(f) or (ii) the failure of such Lender to withhold and pay such tax at the proper rate in the event such Affiliate does not comply with this Section 13.8(f) (or complies with Section 13.8(f) but delivers forms indicating it is entitled to a reduced rate of such tax). Any Lender that is a U.S. Lender shall deliver to Borrower and Agent (i) a properly prepared and duly executed U.S. Internal Revenue Service Form W-8 or W-9, as applicable (or any successor forms subsequent versions thereof or successors thereto, certifying that such Lender is entitled to receive any and all payments under this Agreement and each other Loan Document free and clear from withholding of United States federal income taxes and (ii) upon Borrower’s reasonable request, such other reasonable documentation as will enable Borrower and/or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Person that shall become a Participant pursuant to Section 12.2 shall, on or before the date of the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this Section 13.8(f) and Section 13.8(h), and shall make the representations and warranties set forth in clauses (A) – (F) above, provided that the obligations of such Participant, pursuant to this Section 13.8(f) and Section 13.8(h), shall be determined as if such Participant were a Lender except that such Participant shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased.

Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date on which it becomes a Lender hereunder, deliver to the Borrower and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a "bank" bank for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI W8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. United States or (ii) totally exempt from U.S. United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" bank for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and to the effect that (i) such Non-U.S. Lender is not a "bank" bank for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service I.R.S. Form W-8 or W-9, as applicable (or successor forms). Each Lender agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent the forms previously delivered by it pursuant to this section are no longer effective, and promptly upon the Borrower's Borrowers or the Administrative Agent's Agents reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECIW8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrower and the Administrative Agent, as applicable, if and to the extent it is properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECIW8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30Lender”) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date on which it becomes a Lender hereunder, shall deliver to the Borrower and the Administrative AgentAgent (or, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender an assignment that is a "bank" for purposes not disclosed to Borrower in accordance with the provisions of Section 881(c)(3)(A12.2, solely to the assigning Lender and Agent and Agent shall deliver to Borrower) of the Code, two (2) duly completed copies of each applicable U.S. Internal Revenue Service Form W-8BEN W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI and any other certificate or statement of exemption required by Treasury RegulationsW-8ECI, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. or (ii) totally exempt from U.S. federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form which claims and substance reasonably satisfactory to the Administrative Agent and the Borrower and to the effect that (i) establishes such Non-U.S. Lender is not completely exempt from United States federal withholding tax on all payments by Borrower under this Agreement and the other Loan Documents. Such forms mustl be delivered by each Non-U.S. Lender to Borrower and approved by Borrower on or before the date such Non-U.S. Lender becomes a "bank" for purposes party to this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. In addition to properly completing and duly executing Forms W-8BEN, Form W-8BEN-E, or W-8IMY (or any subsequent versions thereof or successor thereto), if such Non-U.S. Lender is claiming an exemption from withholding of United States Federal income tax under Section 881(c)(3)(A871(h) or 881(c) of the Code, such Lender hereby represents and warrants that (A) it is not a “bank” within the meaning of Section 881(c) of the Code, (B) it is not subject to regulatory or other legal requirements Applicable Law as a bank in any jurisdiction, and (C) it has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirementsApplicable Law, (iiD) it is not a ten (10) “10 percent shareholder for purposes shareholder” within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and of Borrower, (iiiE) it is not a controlled foreign corporation receiving interest from a related person for purposes within the meaning of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 Code and (F) none of the interest arising from this Agreement constitutes contingent interest within the meaning of Section 871(h)(4) or W-9, as applicable (or successor forms). Each Section 881(c)(4) of the Code and such Non-U.S. Lender agrees that it shallshall provide Agent, promptly upon a change and Agent shall provide to Borrower (or, in the case of its lending office or an assignment that is not disclosed to Borrower in accordance with the selection provisions of any additional lending officeSection 12.2, solely to the extent assigning Lender and Agent and Agent shall deliver to Borrower), with prompt notice at any time after becoming a Lender or Agent hereunder that it can no longer make the forms foregoing representations and warranties. Each Non-U.S. Lender shall promptly notify Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the assigning Lender and Agent and Agent shall deliver to Borrower) at any time it determines that it is no longer in a position to provide any previously delivered form or certificate (or any other form of certification adopted by it the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this section, a Non-U.S. Lender shall not be required to deliver any form pursuant to this section are no longer effectivesubsection that such Non-U.S. Lender is not legally able to deliver. Each Lender who makes an assignment pursuant to Section 12.2 where the assignment and assumption agreement is not delivered to Borrower shall indemnify and agree to hold Agent, and promptly upon the Borrower's or the Administrative Agent's reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrower and the Administrative Agentother Lenders harmless from and against any United States federal withholding tax, as applicable, if interest and penalties that would not have been imposed but for (i) the failure of the Transferee that received such assignment under Section 12.2 to comply with this Section 13.8(f) or (ii) the extent failure of such Lender to withhold and pay such tax at the proper rate in the event such Transferee does not comply with this Section 13.8(f) (or complies with Section 13.8(f) but delivers forms indicating it is properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).reduced rate of such 102

Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30Lender”) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date on which it becomes a Lender hereunder, shall deliver to the Borrower and the Administrative AgentAgent (or, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender an assignment that is a "bank" for purposes not disclosed to Borrower in accordance with the provisions of Section 881(c)(3)(A12.2, solely to the assigning Lender and Agent and not to Borrower) of the Code, two (2) duly completed copies of each applicable U.S. Internal Revenue Service Form W-8BEN W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI and any other certificate or statement of exemption required by Treasury RegulationsW-8ECI, or any subsequent versions thereof or successors theretothereto or other forms prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. or (ii) totally exempt from U.S. federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent claiming complete exemption from United States federal withholding Tax on all payments by Borrower under this Agreement and the Borrower other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. In addition to properly completing and to the effect that duly executing Forms W-8BEN, W-8BEN-E or W-8IMY (i) or any subsequent versions thereof or successor thereto), if such Non-U.S. Lender is not a "bank" for purposes claiming an exemption from withholding of United States Federal income tax under Section 881(c)(3)(A871(h) or 881(c) of the Code, such Lender hereby represents and warrants that (A) it is not a “bank” within the meaning of Section 881(c) of the Code, (B) it is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and (C) it has not been treated as a bank for purposes of any taxTax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (iiD) it is not a ten (10) “10 percent shareholder for purposes shareholder” within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and of Borrower, (iiiE) it is not a controlled foreign corporation receiving interest from a related person for purposes within the meaning of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 Code and (F) none of the interest arising from this Agreement constitutes contingent interest within the meaning of Section 871(h)(4) or W-9, as applicable (or successor forms). Each Section 881(c)(4) of the Code and such Non-U.S. Lender agrees that it shallshall provide Agent, promptly upon a change and Agent shall provide to Borrower (or, in the case of its lending office or an assignment that is not disclosed to Borrower in accordance with the selection provisions of any additional lending officeSection 12.2, solely to the extent the forms previously delivered by assigning Lender and Agent and not to Borrower), with prompt notice at any time after becoming a Lender hereunder that it pursuant to this section are can no longer effectivemake the foregoing representations and warranties. If a payment made to a Non-U.S. Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, and promptly upon the Borrower's or the Administrative Agent's reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, such Lender shall deliver to the Borrower and Agent at the Administrative Agent, time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by Applicable Law and such additional documentation reasonably requested by the Borrower or the Agent as applicablemay be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. (Solely for purposes of the foregoing sentence, FACTA shall include all amendments to FACTA after the date of this Agreement.) Each Non-U.S. Lender shall promptly notify Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the extent assigning Lender and Agent and not to Borrower) at any time it determines that it is properly entitled no longer in a position to do soprovide any previously delivered form or certificate (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this section, a properly completed and executed Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection (other than Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI, or any subsequent versions thereof or successors thereto, as applicable) if, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender who makes an assignment pursuant to Section 12.2 shall indemnify and agree to 101 hold Agent, Borrower and the other Lenders harmless from and against any United States federal withholding Tax, interest and penalties that would not have been imposed but for (i) the failure of the Affiliate that received such assignment under Section 12.2 to comply with this Section 13.8(f) or (ii) the failure of such Lender to withhold and pay such tax at the proper rate in the event such Affiliate does not comply with this Section 13.8(f) (or complies with Section 13.8(f) but delivers forms indicating it is entitled to a reduced rate of such tax). Any Lender that is a U.S. Lender shall deliver to Borrower and Agent (i) a properly prepared and duly executed U.S. Internal Revenue Service Form W-8 or W-9, or any subsequent versions thereof or successors thereto, certifying that such Lender is entitled to receive any and all payments under this Agreement and each other Loan Document free and clear from withholding of United States federal income taxes and (ii) upon Borrower’s reasonable request, such other reasonable documentation as will enable Borrower and/or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Person that shall become a Participant pursuant to Section 12.2 shall, on or before the date of the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this Section 13.8(f) and Section 13.8(h), and shall make the representations and warranties set forth in clauses (A) – (F) above, provided that the obligations of such Participant, pursuant to this Section 13.8(f) and Section 13.8(h), shall be determined as if such Participant were a Lender except that such Participant shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased. Borrower will not be required to pay any additional amounts in respect of United States federal withholding or income Tax pursuant to Section 13.8(d) to any Lender or Agent or to indemnify any Lender or Agent pursuant to Section 13.8(c) to the extent that (i) the obligation to pay such additional amounts would not have arisen but for a failure by such Lender to comply with its obligations under Section 13.8(f) for any reason; (ii) with respect to a Lender, the obligation to withhold amounts with respect to the United States federal withholding Tax existed on the date such Lender became a party to this Agreement or, with respect to payments to a lending office newly designated by a Lender (a “New Lending Office”), the date such Lender designated such New Lending Office with respect to the applicable Loan; provided that this clause (ii) shall not apply to the extent the additional amounts any Lender (or Transferee) through a New Lending Office, would be entitled to receive (without regard to this clause (ii)) do not exceed the additional amounts that the Person making the transfer, or Lender (or Transferee) making the designation of such New Lending Office, would have been entitled to receive in the absence of such transfer or designation; (iii) such Lender is claiming an exemption from withholding of United States Federal income Tax under Sections 871(h) or 881(c) of the Code but is unable at any successor time to make the representations and warranties set forth in clauses (A) – (F) of Section 13.8(f) or (iv) any withholding Taxes imposed under FATCA. Each Non-U.S. Lender agrees to provide Borrower and the Agent, upon the reasonable request of Borrower, such other forms thereto)or documents as may be reasonably required under Applicable Law in order to establish an exemption from or eligibility for a reduction in the rate or imposition of Taxes or Other Taxes. If, at any time, Borrower requests any Lender to deliver any such additional forms or other documentation, then Borrower shall, on demand of such Lender through Agent, reimburse such Lender for any out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) reasonably incurred by such Lender in the preparation or delivery of such forms or other documentation. If Borrower is required to pay additional amounts to or for the account of any Lender or Agent pursuant to this Section 13.8, then such Lender or Agent shall use its reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by Borrower or to designate a Lending Office from a different jurisdiction (if such a Lending Office exists) so as to eliminate or reduce any such additional payments by Borrower which may accrue in the future if such filing or changes in the reasonable judgment of 102 such Lender or Agent, would not require such Lender to disclose information such Lender deems confidential and is not otherwise disadvantageous to such Lender or Agent. If Agent or a Lender, in its reasonable judgment, receives a refund of any Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 13.8, it shall promptly pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section 13.8 with respect to the Taxes or Other Taxes giving rise to such refund) and any interest paid by the relevant Governmental Authority with respect to such refund, provided, that Borrower, upon the request of Agent or such Lender, shall repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Agent or such Lender in the event Agent or such Lender is required to repay the applicable refund to such Governmental Authority. Notwithstanding anything herein to the contrary, if Agent is required by law to deduct or withhold any Taxes or Other Taxes or any other Taxes from or in respect of any sum payable to any Lender by Borrower or Agent, the Agent shall not be required to make any gross-up payment to or in respect of such Lender, except to the extent that a corresponding gross-up payment is actually received by Agent from Borrower. Any Lender claiming reimbursement or compensation pursuant to this Section 13.8 shall deliver to Borrower (with a copy to Agent) a certificate setting forth in reasonable detail the amount payable to such Lender hereunder and such certificate shall be conclusive and binding on Borrower in the absence of manifest error. The agreements and obligations of Borrower in this Section 13.8 shall survive the payment of all other Obligations.

Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30Lender”) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date on which it becomes a Lender hereunder, shall deliver to the Borrower and the Administrative AgentAgent (or, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender an assignment that is a "bank" for purposes not disclosed to Borrower in accordance with the provisions of Section 881(c)(3)(A12.2, solely to the assigning Lender and Agent and not to Borrower) of the Code, two (2) duly completed copies of each applicable U.S. Internal Revenue Service Form W-8BEN W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI and any other certificate or statement of exemption required by Treasury RegulationsW-8ECI, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. or (ii) totally exempt from U.S. federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent claiming complete exemption from United States federal withholding tax on all payments by Borrower under this Agreement and the Borrower other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. In addition to properly completing and to the effect that duly executing Forms W-8BEN, W-8BEN-E or W-8IMY (i) or any subsequent versions thereof or successor thereto), if such Non-U.S. Lender is not a "bank" for purposes claiming an exemption from withholding of United States Federal income tax under Section 881(c)(3)(A871(h) or 881(c) of the Code, such Lender hereby represents and warrants that (A) it is not a “bank” within the meaning of Section 881(c) of the Code, (B) it is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and (C) it has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (iiD) it is not a ten (10) “10 percent shareholder for purposes shareholder” within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and of Borrower, (iiiE) it is not a controlled foreign corporation receiving interest from a related person for purposes within the meaning of Section 881(c)(3)(C) of the CodeCode and (F) none of the interest arising from this Agreement constitutes contingent interest within the meaning of Section 871(h)(4) or Section 881(c)(4) of the Code and such Non-U.S. Lender agrees that it shall provide Agent, together and Agent shall provide to Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the assigning Lender and Agent and not to Borrower), with prompt notice at any time after becoming a Lender hereunder that it can no longer make the foregoing representations and warranties. Each Non-U.S. Lender shall promptly notify Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the assigning Lender and Agent and not to Borrower) at any time it determines that it is no longer in a position to provide any previously delivered form or certificate (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this section, a Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection that such Lender is legally unable to deliver. Each Lender who makes an assignment pursuant to Section 12.2 where the assignment and assumption agreement is not delivered to Borrower shall indemnify and agree to hold Agent, Borrower and the other Lenders harmless from and against any United States federal withholding tax, interest and penalties that would not have been imposed but for (i) the failure of the Affiliate that received such assignment under Section 12.2 to comply with this Section 3.8(f) or (ii) the failure of such Lender to withhold and pay such tax at the proper rate in the event such Affiliate does not comply with this Section 3.8(f) (or complies with this Section 3.8(f) but delivers forms indicating it is entitled to a reduced rate of such tax). Upon Borrower’s reasonable request, any Lender that is a U.S. Lender shall deliver to Borrower and Agent (i) a properly completed prepared and duly executed U.S. Internal Revenue Service Form W-8 or W-9, or any subsequent versions thereof or successors thereto, certifying that such Lender is entitled to receive any and all payments under this Agreement and each other Loan Document free and clear from withholding of United States federal income taxes and (ii) such other reasonable documentation as applicable (will enable Borrower and/or Agent to determine whether or successor forms)not such Lender is subject to backup withholding or information reporting requirements. Each Lender agrees Person that it shall become a Participant pursuant to Section 12.2 shall, promptly upon a change on or before the date of its lending office or the selection effectiveness of any additional lending officethe related transfer, be required to provide all of the extent the forms previously delivered by it forms, certifications and statements required pursuant to this section are no longer effectiveSection 3.8(f) and Section 3.8(h), and promptly upon shall make the Borrower's or representations and warranties set forth in clauses (A) – (F) above, provided that the Administrative Agent's reasonable request after the occurrence obligations of any other event (including the passage of timesuch Participant, pursuant to this Section 3.8(f) requiring the delivery of and Section 3.8(h), shall be determined as if such Participant were a Form W-8BENLender except that such Participant shall furnish all such required forms, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver certifications and statements to the Borrower and Lender from which the Administrative Agent, as applicable, if and to the extent it is properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto)related participation shall have been purchased.

Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30Lender”) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date on which it becomes a Lender hereunder, shall deliver to the Borrower and the Administrative AgentAgent (or, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender an assignment that is a "bank" for purposes not disclosed to Borrower in [Harvest] Loan and Security Agreement (Conformed) 127 accordance with the provisions of Section 881(c)(3)(A12.2, solely to the assigning Lender and Agent and not to Borrower) of the Code, two (2) duly completed copies of each applicable U.S. Internal Revenue Service Form W-8BEN W-8BEN, Form W-8IMY or Form W-8ECI and any other certificate or statement of exemption required by Treasury RegulationsW-8ECI, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. or (ii) totally exempt from U.S. federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent claiming complete exemption from United States federal withholding tax on all payments by Borrower under this Agreement and the Borrower other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. In addition to properly completing and to the effect that duly executing Forms W-8BEN or W-8IMY (i) or any subsequent versions thereof or successor thereto), if such Non-U.S. Lender is not a "bank" for purposes claiming an exemption from withholding of United States Federal income tax under Section 881(c)(3)(A871(h) or 881(c) of the Code, such Lender hereby represents and warrants that (A) it is not a “bank” within the meaning of Section 881(c) of the Code, (B) it is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and (C) it has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (iiD) it is not a ten (10) “10 percent shareholder for purposes shareholder” within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and of Borrower, (iiiE) it is not a controlled foreign corporation receiving interest from a related person for purposes within the meaning of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 Code and (F) none of the interest arising from this Agreement constitutes contingent interest within the meaning of Section 871(h)(4) or W-9, as applicable (or successor forms). Each Section 881(c)(4) of the Code and such Non-U.S. Lender agrees that it shallshall provide Agent, promptly upon a change and Agent shall provide to Borrower (or, in the case of its lending office or an assignment that is not disclosed to Borrower in accordance with the selection provisions of any additional lending officeSection 12.2, solely to the extent assigning Lender and Agent and not to Borrower), with prompt notice at any time after becoming a Lender hereunder that it can no longer make the forms foregoing representations and warranties. Each Non-U.S. Lender shall promptly notify Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the assigning Lender and Agent and not to Borrower) at any time it determines that it is no longer in a position to provide any previously delivered by it pursuant to this section are no longer effective, and promptly upon the Borrower's form or the Administrative Agent's reasonable request after the occurrence of certificate (or any other event form of certification adopted by the U.S. taxing authorities for such purpose). If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including the passage of timethose contained in Section 1471(b) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement 1472(b) of the forms previously deliveredCode, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Agent to (x) comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or (y) determine the amount to deduct and withhold from such payment. Notwithstanding any other provision of this section, a Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection that such Non-U.S. Lender is not legally able to deliver. Each Lender who makes an assignment pursuant to Section 12.2 where the assignment and assumption agreement is not delivered to Borrower shall indemnify and agree to hold Agent, as applicableBorrower and the other Lenders harmless from and against any United States federal withholding tax, if interest and penalties that would not have been imposed but for (i) the failure of the Affiliate or the Related Fund that received such assignment [Harvest] Loan and Security Agreement (Conformed) 128 under Section 12.2 to comply with this Section 13.8(f) or (ii) the extent failure of such Lender to withhold and pay such tax at the proper rate in the event such Affiliate or Related Fund does not comply with this Section 13.8(f) (or complies with Section 13.8(f) but delivers forms indicating it is properly entitled to do soa reduced rate of such tax). Upon Borrower’s reasonable request, any Lender that is a U.S. Lender shall deliver to Borrower and Agent (i) a properly completed prepared and duly executed U.S. Internal Revenue Service Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms subsequent versions thereof or successors thereto, certifying that such Lender is entitled to receive any and all payments under this Agreement and each other Loan Document free and clear from withholding of United States federal income taxes and (ii) such other reasonable documentation as will enable Borrower and/or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Person that shall become a Participant pursuant to Section 12.2 shall, on or before the date of the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this Section 13.8(f) and Section 13.8(h), and shall make the representations and warranties set forth in clauses (A) — (F) above; provided, that the obligations of such Participant, pursuant to this Section 13.8(f) and Section 13.8(h), shall be determined as if such Participant were a Lender except that such Participant shall furnish all such required forms, certifications and statements to Lender from which the related participation shall have been purchased.

Non-U.S. Lenders. Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30Lender”) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date on which it becomes a Lender hereunder, shall deliver to the Borrower and the Administrative AgentAgent (or, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender an assignment that is a "bank" for purposes not disclosed to Borrower in accordance with the provisions of Section 881(c)(3)(A12.2, solely to the assigning Lender and Agent and not to Borrower) of the Code, two (2) duly completed copies of each applicable U.S. Internal Revenue Service Katapult SPV-1 LLC – Loan and Security Agreement 101 Form W-8BEN W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI and any other certificate or statement of exemption required by Treasury RegulationsW-8ECI, or any subsequent versions thereof or successors theretothereto or other forms prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to U.S. federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the U.S. or (ii) totally exempt from U.S. federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent claiming complete exemption from United States federal withholding Tax on all payments by Borrower under this Agreement and the Borrower other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. In addition to properly completing and to the effect that duly executing Forms W-8BEN, W-8BEN-E or W-8IMY (i) or any subsequent versions thereof or successor thereto), if such Non-U.S. Lender is not a "bank" for purposes claiming an exemption from withholding of United States Federal income tax under Section 881(c)(3)(A871(h) or 881(c) of the Code, such Lender hereby represents and warrants that (A) it is not a “bank” within the meaning of Section 881(c) of the Code, (B) it is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and (C) it has not been treated as a bank for purposes of any taxTax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (iiD) it is not a ten (10) “10 percent shareholder for purposes shareholder” within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and of Borrower, (iiiE) it is not a controlled foreign corporation receiving interest from a related person for purposes within the meaning of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 Code and (F) none of the interest arising from this Agreement constitutes contingent interest within the meaning of Section 871(h)(4) or W-9, as applicable (or successor forms). Each Section 881(c)(4) of the Code and such Non-U.S. Lender agrees that it shallshall provide Agent, promptly upon a change and Agent shall provide to Borrower (or, in the case of its lending office or an assignment that is not disclosed to Borrower in accordance with the selection provisions of any additional lending officeSection 12.2, solely to the extent the forms previously delivered by assigning Lender and Agent and not to Borrower), with prompt notice at any time after becoming a Lender hereunder that it pursuant to this section are can no longer effectivemake the foregoing representations and warranties. If a payment made to a Non-U.S. Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, and promptly upon the Borrower's or the Administrative Agent's reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, such Lender shall deliver to the Borrower and Agent at the Administrative Agent, time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by Applicable Law and such additional documentation reasonably requested by the Borrower or the Agent as applicablemay be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. (Solely for purposes of the foregoing sentence, FACTA shall include all amendments to FACTA after the date of this Agreement.) Each Non-U.S. Lender shall promptly notify Borrower (or, in the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the extent assigning Lender and Agent and not to Borrower) at any time it determines that it is properly entitled no longer in a position to do soprovide any previously delivered form or certificate (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this section, a properly completed and executed Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection (other than Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8ECI, or any subsequent versions thereof or successors thereto, as applicable) if, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender who makes an assignment pursuant to Section 12.2 shall indemnify and agree to hold Agent, Borrower and the other Lenders harmless from and against any United States federal withholding Tax, interest and penalties that would not have been imposed but for (i) the failure of the Affiliate that received such assignment under Section 12.2 to comply with this Section 13.8(f) or (ii) the failure of such Lender to withhold and pay such tax at the proper rate in the event such Affiliate does not comply with this Section 13.8(f) (or complies with Section 13.8(f) but delivers forms indicating it is entitled to a reduced rate of such tax). Any Lender that is a U.S. Lender shall deliver to Borrower and Agent (i) a properly prepared and duly executed U.S. Internal Revenue Service Form W-8 or W-9, as applicable (or any successor forms subsequent versions thereof or successors thereto, Katapult SPV-1 LLC – Loan and Security Agreement 102 certifying that such Lender is entitled to receive any and all payments under this Agreement and each other Loan Document free and clear from withholding of United States federal income taxes and (ii) upon Borrower’s reasonable request, such other reasonable documentation as will enable Borrower and/or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Person that shall become a Participant pursuant to Section 12.2 shall, on or before the date of the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this Section 13.8(f) and Section 13.8(h), and shall make the representations and warranties set forth in clauses (A) – (F) above, provided that the obligations of such Participant, pursuant to this Section 13.8(f) and Section 13.8(h), shall be determined as if such Participant were a Lender except that such Participant shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased.