U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

U.S. dollar denominated time deposits, certificates of deposit and bankers’ acceptances of # any Lender, # any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or # any bank (or the parent company of such bank) whose short-term commercial paper rating from S&P is at least A-1, A-2 or the equivalent thereof or from Moody’s is at least P-1, P-2 or the equivalent thereof (any such bank, an “Approved Bank”), in each case with maturities of not more than 90 days from the date of acquisition;

No U.K. income tax will be payable on the grant of the Option. The Company will, however, inform HMRC of the grant of the Option. No U.K. income tax should be payable on the exercise of UKA Options, provided that the UKA scheme retains its U.K. HMRC approved status and the Option is exercised at least 3 years and not more than 10 years from the date of grant.

Regulation U. Neither the Company nor any Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate of, buying or carrying Margin Stock.

For U.S. federal and applicable state and local income tax purposes, the purchase and sale of the Purchased Units hereunder shall be treated as the purchase and sale of interests in a partnership; the Company will not cease to be taxable as a partnership as a result of the transactions contemplated hereunder; and the Purchase Price shall be allocated among the assets of the Company in accordance with the principles set forth on [Exhibit D]. The Parties shall, and shall cause their Affiliates to, file all Tax Returns in a manner consistent with the tax treatment set forth in the preceding sentence and [Exhibit D], except as required by a “determination” within the meaning of Section 1313(a) of the Code (or similar provision of state, local or foreign Tax Law). The Parties will cause the Company to make an election under Section 754 of the Code (and any similar election under any provision of any other Tax Law) for the taxable period that includes the Closing Date unless such an election is already in effect for such taxable period.

Transferor’s U.S. employer identification number is: ​.

Each U.S. Lender shall deliver to the ​ and the [[Administrative Agent:Organization]] on or before the date on which it becomes a party to this Agreement two properly completed and duly signed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.

The U.S. employer identification number of ​ is ​; and

Equity-Based Awards in Certain Non-U S. Jurisdictions. Notwithstanding the foregoing provisions of this Section 3.2, the Parties may mutually agree, in their sole discretion, not to adjust certain outstanding equity-based awards under the ​ Legacy Equity Plans pursuant to the foregoing provisions of this Section 3.2, where those actions would create or trigger adverse legal, accounting or tax consequences for ​, ​, or the affected non-U.S. award holders. In such circumstances, ​ or ​ may take any action necessary or advisable to prevent any such adverse legal, accounting or tax consequences, including, but not limited to, agreeing that the outstanding awards under the ​ Legacy Equity Plan of the affected non-U.S. award holders shall terminate in accordance with the terms of the ​ Legacy Equity Plan and the underlying award agreements, in which case ​ or ​, as applicable, shall equitably compensate the affected non-U.S. award holders in an alternate manner determined by ​ or ​, as applicable, in its sole discretion, or apply an alternate adjustment method. Where and to the extent required by applicable Law or tax considerations outside the United States, the adjustments described in this Section 3.2 shall be deemed to have been effectuated immediately prior to the Distribution Date.

Located in U.S. No collateral (including, without limitation, the related real property and the dwellings thereon and otherwise) relating to such Mortgage Loan is located in any jurisdiction other than the United States of America or the District of Columbia.