Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, deliver to the Administrative Agent and the Borrowers, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(c) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of [Section 881(c)(3)(A)] of the Code, a “10 percent shareholder” of the Borrowers within the meaning of [Section 881(c)(3)(B)] of the Code, or a “controlled foreign corporation” related to any Borrower described in [Section 881(c)(3)(C)] of the Code) (each a “Tax Compliance Certificate”).

Tax Withholding Forms. The Administrative Agent shall have received a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party.

Tax Forms and Filings. Each of ​ and Seller has provided the Escrow Agent with a fully executed Internal Revenue Service (“IRS”) Form W-9, or W-8, properly completed and signed, and such other forms and documents that the Escrow Agent has reasonably requested in connection with the preparation and filing with the IRS of all applicable Form 1099 and Form 1042-S documents with respect to all distributions as well as in the performance of Escrow Agent’s other reporting obligations under applicable U.S. federal law or regulation. ​ and Seller jointly and severally agree to # assume all obligations imposed now or hereafter by any applicable tax law or regulation with respect to payments or performance under this Agreement and # request and direct the Escrow Agent in writing with respect to withholding and other taxes, assessments or other governmental charges, and advise the Escrow Agent in writing with respect to any certifications and governmental reporting that may be required under any applicable laws or regulations. Except as otherwise agreed by Escrow Agent in writing, Escrow Agent has no tax reporting or withholding obligation except with respect to Form 1099-B reporting on payments of gross proceeds under Internal Revenue Code Section 6045 and Form 1099 and Form 1042-S reporting with respect to investment income earned on the Escrow Funds, if any. To the extent that U.S. federal imputed interest regulations apply, ​ and Seller shall so inform the Escrow Agent, provide the Escrow Agent with all imputed interest calculations and direct the Escrow Agent to disburse imputed interest amounts as ​ and Seller deem appropriate. The Escrow Agent shall rely solely on such provided calculations and information and shall have no responsibility for the accuracy or completeness of any such calculations or information.

Delivery of Tax Forms. [Section 7.4] of the Credit Agreement (Delivery of Tax Forms) is incorporated herein by reference with necessary changes to substitute the Guarantor for the Borrowers.

A participant may choose to receive a deferred award in a lump sum or in installments of either 10, 15 or 20 years. If no election as to the form of payment is made in accordance with established administrative procedures, payments shall be made in 10-year installments.

Policy Forms. The ​ has provided the [[Organization A:Organization]] true and correct copies of all of the policy forms, riders and endorsements pertaining to the Reinsured Policies, as filed with or approved by all of the applicable insurance regulatory authorities to the extent such filing or approval is required by applicable Law, subject to # any state variations with respect thereto, and # any exceptions as described on [Schedule XIII].

Ownership of Collateral Accounts; Tax Forms. For the avoidance of doubt, each Company Collateral Account (including income, if any, earned on the investments of funds in such Company Collateral Account) will be owned by the Company (or, if the Company is a disregarded entity for U.S. tax purposes, Parent), for federal income tax purposes. The Company is required to provide to the Securities Intermediary (i)an IRS Form W-9 or appropriate IRS Form W-8 no later than the date of this Agreement, and (ii)any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by Applicable Law or upon the reasonable request of the Securities Intermediary as may be necessary # to reduce or eliminate the imposition of U.S. withholding taxes and # to permit the Securities Intermediary to fulfill its tax reporting obligations under Applicable Law with respect to the Company Collateral Accounts or any amounts paid to the Company. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect, the Company shall timely provide to the Securities Intermediary accurately updated and complete versions of such IRS forms or other documentation. Neither [[Collateral Agent:Organization]] nor [[Securities Intermediary:Organization]] (in each of their individual or other capacity) shall have liability to the Company or any other person in connection with any tax withholding amounts paid or withheld from the Company Collateral Accounts pursuant to Applicable Law arising from the Company’s failure to timely provide an accurate, correct and complete IRS Form W-9 or an appropriate IRS Form W-8, as applicable, or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be invested with respect to such Company Collateral Accounts absent the Securities Intermediary having first received the IRS forms and other documentation required by this paragraph.

Conveyancing or Transfer Tax Forms or Returns. Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by the applicable Owner by applicable state and local Law in connection with the conveyance of the Real Property;

Exhibit # Forms of U.S. Tax Compliance Certificates

F-2 Forms of U.S. Tax Compliance Certificate