Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each # has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, # has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and # has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

Tax Status. The Borrower has not elected and will not elect to be treated as a corporation, nor, to its knowledge, has it engaged in any transaction which could result in it becoming treated as a corporation, for United States federal income tax purposes.

Any ​ 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 ​ and the ​, on the Closing Date and at the time or times reasonably requested by the ​ or the ​, such properly completed and executed documentation reasonably requested by the ​ or the ​ as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any ​, if reasonably requested by the ​ or the ​, shall deliver such other documentation prescribed by Applicable Laws or reasonably requested by the ​ or the ​ as will enable the ​ or the ​ to determine whether or not such ​ 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 3.01(g)(ii)(A), (ii)(B) and (ii)(D)])])]])])] below) shall not be required if in the ​’s reasonable judgment such completion, execution or submission would subject such ​ to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such ​.

Status of Lenders; Tax Documentation. (m) Each Lender and each L/C Issuer shall deliver to the Partnership and to the Administrative Agent, at the time or times prescribed by applicableApplicable Law or when reasonably requested by the Partnership or the Administrative Agent, such properly completed and executed documentation prescribed by applicableApplicable Law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrowers or the Administrative Agent, as the case may be, to determine # whether or not payments made hereunder or under any other Loan Document are subject to Taxes (including, for the avoidance of doubt, United States federal backup withholding and withholding tax) or information reporting, # if applicable, the required rate of withholding or deduction, and # such Lender’s or such L/C Issuer’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender or such L/C Issuer by the Loan Parties pursuant to this Agreement or otherwise to establish such Lender’s or such L/C Issuer’s status for withholding tax purposes in the applicable jurisdiction. 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 clauses (ii)(A), (ii)(B) and (iv) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject 885707.04-LACSR02A - MSW

Status ………………………………. “adequately capitalized”

Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing.

Status. Warnke's status vis-a-vis the Company under this Agreement is that of an independent contractor and he is neither an employee nor agent of the Company.

Status. The status of each party under this Letter Agreement shall be that of an independent contractor. Nothing in this Letter Agreement is intended or shall be deemed to constitute a partner, agency, employer-employee, or joint venture relationship between or among the parties or, except as expressly provided in this Letter Agreement, to grant any party the authority to bind or contract any obligation in the name of or on the account of any other party or to make any statements, representations, warranties or commitments on behalf of any other party.

Employment Status. The grant of the RSUs shall not be deemed to constitute a contract of employment for a particular term between the Company or a Related Company and the Participant, nor shall it constitute a right to remain in the employ of any such Company or Related Company.

Employment Status. This Agreement does not constitute a contract of employment or impose upon the Corporation any obligation to retain Executive as an employee, to change the status of Executive’s employment, or to change any employment policies of the Corporation.