Status of Credit Parties . (i) Any Credit Party that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Credit Party, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Credit Party is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in [Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D)])])] below) shall not be required if in the Credit Party’s reasonable judgment such completion, execution or submission would subject such Credit Party to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Credit Party.

Status of Parties. Nothing contained herein shall be deemed to create a partnership or agency relationship between # Seller and # ​ and/or the ​. Seller (and any Third Party Service Providers) shall act as independent contractors in the performance of the Transition Services. ​ and the ​ shall not be considered an employer or joint employer of any of Seller’s or its Affiliates’ personnel performing any of the Transition Services, and neither Seller nor its service providers shall be considered an employer or joint employer of any of ​’s or the ​’s personnel performing or otherwise involved in the Transition Services. Each of # ​ and the ​ and # Seller (and their respective service providers) shall be solely responsible for and assume all liability for the safety and supervision of their respective employees, agents, representatives and subcontractors in connection with the provision of the Transition Services; provided, however, that ​ and the ​ shall be responsible for ensuring the that Facility is maintained in accordance in all material respects with all applicable safety Laws. Neither Party shall have the authority or power to bind the other or to contract in the name of, or create a liability against, the other Party in any way or for any purpose. Neither Party shall have any obligation to provide workers compensation insurance, unemployment insurance, or any employee benefits of any nature for the other Party or any of the other Party’s employees or contractors.

Other Credit Parties. Each of the other Credit Parties # is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, # has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and # is in good standing and is duly authorized to do business in each jurisdiction where an Unencumbered Property owned or leased by it is located to the extent required to do so under applicable law and in each other jurisdiction where a failure to be so qualified could have a Material Adverse Effect.

Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within thirty (30) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error.

Indemnification by the Credit Parties. The Parent Borrower shall indemnify the Administrative Agents (and any sub-agent thereof), each Joint Lead Arranger, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Credit Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby (including any Indemnitee’s reliance on any Communication executed using an Electronic Signature or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agents (and any sub-agent thereof) and their respective Related Parties only, the administration of this Agreement and the other Credit Documents, # any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Credit Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Credit Party or any of its Subsidiaries, or # any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Credit Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that # such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted # from the gross negligence or willful misconduct of such Indemnitee or # from a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document and/or # such indemnity shall not, solely as to any Indemnitee acting solely in its capacity as Lender or L/C Issuer hereunder, be available to the extent such losses, claims, damages, liabilities or related expenses relate to relationships between or among each of, or any of, the Lenders or the L/C Issuer.

In performing obligations under this Agreement, each Rights Holder shall at all times act as an independent contractor to ​. This Agreement shall not create any relationship whereby any Rights Holder shall be an agent or legal representative of ​ for any purpose whatsoever and creates no relationship of employment, principal and agent, partnership or joint venture. No Rights Holder shall have any authority to bind ​ or to create any express or implied obligation for ​, and shall not hold himself or herself out as having such authority. The Rights Holders shall have full responsibility for payment of, and shall pay, all compensation, social security, unemployment, withholding and other taxes and charges (including, but not limited to any value-added tax or other fees that may be imposed on the amounts payable to them by ​ under this Agreement), as and when the same become due and payable, and ​ shall have no obligation to pay or make available any employee benefit to any Right Holder. The Rights Holders shall indemnify ​ and hold ​ harmless to the extent of any obligation described in the preceding sentence imposed on ​ to pay any such amounts in connection with this Agreement.

The credit ratings to be utilized in the determination of a Status are the ratings assigned to unsecured obligations of the Company. Notwithstanding the above definitions, the parties agree that for purposes of determining what Status applies, (i) if the rating by Moody’s and the rating by S&P, referred to in the definitions relating to such Status, differ by one level, then the applicable rating level status shall be based upon the higher of such

Representations and Warranties of the Credit Parties. To induce the Agent to execute and deliver this Amendment, each Credit Party represents, warrants and covenants that:

Nothing contained in this Agreement shall be construed as giving any person, firm, corporation or other entity, other than the parties to this Agreement and their successors and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any term or condition contained in this Agreement.

Loan Parties. Set forth on [Schedule 5.20(b)] is a complete and accurate list of all Loan Parties, showing as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with [Sections 6.02, 6.13 and 6.14]4]4], (as to each Loan Party) # the exact legal name, # any former legal names of such Loan Party in the four (4) months prior to the Closing Date, # the jurisdiction of its incorporation or organization, as applicable, # the type of organization, # the jurisdictions in which such Loan Party is qualified to do business, # the address of its chief executive office, # the address of its principal place of business, # its U.S. federal taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organization, # the organization identification number, # ownership information (e.g., publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and # the industry or nature of business of such Loan Party.