Common use of Administrative Requirements; Forms Provision Clause in Contracts

Administrative Requirements; Forms Provision. Each Holder that is a U.S. Person for U.S. federal income tax purposes shall deliver to the Issuer and the Agent, on or prior to the Effective Date (in the case of each Holder listed on the signature pages hereof on the Effective Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Agent (each in the reasonable exercise of its discretion), two executed copies of Internal Revenue Service (the “IRS”) Form W-9 establishing an exemption from a U.S. federal backup withholding Tax. Each Holder that is not a U.S. Person for U.S. federal income tax purposes (a “Non-U.S. Holder”) shall, to the extent it is legally entitled to do so, deliver to the Agent and the Issuer, on or prior to the Effective Date (in the case of each Holder listed on the signature pages hereof on the Effective Date) or on or prior to the date of the Assignment Agreement or joinder agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Agent (each in the reasonable exercise of its discretion), whichever of the following described in clauses (i) through (iv) below is applicable, accurately completed and in a manner reasonably acceptable to the Issuer: (i) in the case of a Non-U.S. Holder claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Note Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to any other applicable payments under any Note Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) two executed copies of IRS Form W-8ECI; (iii) in the case of a Non-U.S. Holder claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (1) a certificate substantially in the form of Exhibit H-1 to the effect that such Non-U.S. Holder is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (2) two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or (iv) to the extent a Non-U.S. Holder is not the beneficial owner of a Note, two executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Holder is a partnership and one or more direct or indirect partners of such Non-U.S. Holder are eligible to claim the portfolio interest exemption, such Non-U.S. Holder shall provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner. Each Holder required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 5.03(e) hereby agrees, from time to time after the initial delivery by such Holder of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms certificates or other evidence obsolete or inaccurate in any material respect, that such Holder shall promptly deliver to the Agent and the Issuer two new executed copies of IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or IRS Form W-8ECI (or any successor form(s) of any of the foregoing), and as applicable, a U.S. Tax Compliance Certificate properly completed and duly executed by such Holder, and such other documentation required under the Code and reasonably requested by the Issuer to confirm or establish that such Holder is not subject to deduction or withholding of U.S. federal income Tax with respect to payments to such Holder under the Note Documents or is subject to deduction or withholding at a reduced rate, or notify the Agent and the Issuer of its inability to deliver any such forms, certificates or other evidence. Nothing in this Section 5.03 shall be construed to require a Holder (or any Tax Related Person of any Holder) to provide any forms or documentation that it is not legally entitled to provide. On or before the date on which Agent (and any successor replacement Agent) becomes the Agent, it shall deliver to the Issuer two executed copies of IRS Form W-9 establishing an exemption from U.S. federal backup withholding Tax. The Agent (or, upon assignment or replacement, any assignee or successor) agrees that if any form or certification it previously delivered expires or becomes obsolete, it shall update such form or certification or promptly notify the Issuer in writing of its inability to do so.

Administrative Requirements; Forms Provision. Each Holder that is a U.S. Person for U.S. federal income tax purposes shall deliver to the Issuer and the Agent, on or prior to the Effective Closing Date (in the case of each Holder listed on the signature pages hereof on the Effective Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Agent (each in the reasonable exercise of its discretion), two executed copies of Internal Revenue Service (the “IRS”) Form W-9 establishing an exemption from a U.S. federal backup withholding Taxtax. Each Holder that is not a U.S. Person for U.S. federal income tax purposes (a “Non-U.S. Holder”) Holder shall, to the extent it is legally entitled to do so, deliver to the Agent Issuer and the IssuerAgent, on or prior to the Effective Closing Date (in the case of each Holder listed on the signature pages hereof on the Effective Closing Date) or on or prior to the date of the Assignment Agreement or joinder agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Agent (each in the reasonable exercise of its discretion), whichever of the following described in clauses (i) through (iv) below is applicable, accurately completed and in a manner reasonably acceptable to the IssuerIssuer and the Agent: (i) in the case of a Non-U.S. Holder claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Note Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to any other applicable payments under any Note Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) two executed copies of IRS Form W-8ECI; (iii) in the case of a Non-U.S. Holder claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (1A) a certificate substantially in the form of Exhibit H-1 G-1 to the effect that such Non-U.S. Holder is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (2B) two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or (iv) to the extent a Non-U.S. Holder is not the beneficial owner of a Note, two executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 G-2 or Exhibit H-3G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Holder is a partnership and one or more direct or indirect partners of such Non-U.S. Holder are eligible to claim the portfolio interest exemption, such Non-U.S. Holder shall provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 G-4 on behalf of each such direct and indirect partner. Each Holder required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 5.03(e2.14(e) hereby agrees, from time to time after the initial delivery by such Holder of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms certificates or other evidence obsolete or inaccurate in any material respect, that such Holder shall promptly deliver to the Agent and the Issuer two new executed copies of IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or IRS Form W-8ECI (or any successor form(s) of any of the foregoing), and as applicable, a U.S. Tax Compliance Certificate properly completed and duly executed by such Holder, and such other documentation required under the Code and reasonably requested by the Issuer to confirm or establish that such Holder is not subject to deduction or withholding of U.S. federal income Tax with respect to payments to such Holder under the Note Documents or is subject to deduction or withholding at a reduced rate, or notify the Agent and the Issuer of its inability to deliver any such forms, certificates or other evidence. Nothing in this Section 5.03 shall be construed to require a Holder (or any Tax Related Person of any Holder) to provide any forms or documentation that it is not legally entitled to provide. On or before the date on which the Agent (and any an successor replacement Agent) becomes the Agent, it shall deliver to the Issuer two executed copies of either (i) IRS Form W-9 establishing an exemption from or (ii) a U.S. branch withholding certificate on IRS Form W-8IMY evidencing its agreement with the Issuer to be treated as a United States person within the meaning of Section 7701(a)(30) of the Code (with respect to amounts received on account of any Lender) and IRS Form W-8ECI (with respect to amounts received on its own account), with the effect that, in either case, the Issuer will be entitled to make payments hereunder to the Agent without withholding or deduction on account of U.S. federal withholding Tax and backup withholding Taxtax. The Agent (or, upon assignment or replacement, any assignee or successor) agrees that if any form or certification it previously delivered expires or becomes obsolete, it shall update such form or certification or promptly notify the Issuer in writing of its inability to do so.

Administrative Requirements; Forms Provision. Each Holder Lender that is not a U.S. United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes shall shall, to the extent it is legally eligible to do so, deliver to the Issuer and Agent for transmission to the AgentBorrowers, on or prior to the Effective Closing Date (in the case of each Holder Lender listed on the signature pages hereof on the Effective Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Holder Lender (in the case of each other HolderLender), and at such other times as may be necessary in the determination of the Issuer Borrowers or Agent (each in the reasonable exercise of its discretion), two executed copies of Internal Revenue Service (the “IRS”) Form W-9 establishing an exemption from a U.S. federal backup withholding Tax. Each Holder that is not a U.S. Person for U.S. federal income tax purposes (a “Non-U.S. Holder”) shall, to the extent it is legally entitled to do so, deliver to the Agent and the Issuer, on or prior to the Effective Date (in the case of each Holder listed on the signature pages hereof on the Effective Date) or on or prior to the date of the Assignment Agreement or joinder agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Agent (each in the reasonable exercise of its discretion), whichever of the following described in clauses is applicable (i) through (iv) below is applicable, accurately completed and in a manner reasonably acceptable to the Issuer: (i) in the case of a Non-U.S. Holder claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Note Document, two executed copies of IRS Internal Revenue Service Form W-8BEN W 8BEN or IRS Form W-8BEN-E establishing an exemption fromE, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Borrowers or reduction of, the Agent to establish that such Lender and its Tax Related Persons are not subject to deduction or withholding of U.S. federal withholding Tax pursuant to the “interest” article of such income tax treaty, and (y) with respect to any payments to such Lender of principal, interest, fees or other applicable payments amounts payable under any Note Documentof the Loan Documents or is subject to deduction or withholding at a reduced rate, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) two executed copies of IRS Internal Revenue Service Form W-8ECI; , (iii) in the case of a Non-U.S. Holder if such Lender is claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (1x) a certificate substantially in the form of Exhibit H-1 to the effect that such Non-U.S. Holder is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) , properly completed and duly executed by such Lender, and (2y) two executed copies of IRS Internal Revenue Service Form W-8BEN or IRS Form and W-8BEN-E; or E and such other documentation required under the Internal Revenue Code and reasonably requested by the Borrowers or the Agent to establish that such Lender and its Tax Related Persons are not subject to deduction or withholding of U.S. federal income tax with respect to any payments to such Lender of interest and other amounts payable under any of the Loan Documents and (iv) to the extent a Non-U.S. Holder Lender is not the beneficial owner of a Noteowner, two executed copies of IRS Internal Revenue Service Form W-8IMY, accompanied by IRS Internal Revenue Service Form W-8ECI, IRS Internal Revenue Service Form W-8BEN, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in Certificate, Internal Revenue Service Form W-9 and such other documentation required under the form Internal Revenue Code and reasonably requested by the Borrowers or the Agent to establish that Lender is not subject to deduction or withholding of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or U.S. federal income tax with respect to any payments to such Lender of interest and other certification documents from each beneficial owner, as applicable; provided that if amounts applicable under the Non-U.S. Holder is a partnership and one or more direct or indirect partners of such Non-U.S. Holder are eligible to claim the portfolio interest exemption, such Non-U.S. Holder shall provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partnerLoan Documents. Each Holder Lender required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 5.03(e2.13(e) hereby agrees, from time to time after the initial delivery by such Holder Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Holder shall Lender shall, to the extent it is legally entitled to do so, promptly deliver to the Agent and for transmission to the Issuer Borrowers two new executed copies of IRS Internal Revenue Service Form W-8BEN, IRS Form W-8BEN or W-8BEN-E, IRS Form W-8IMY or IRS Form W-8ECI (or any successor form(s) of any of the foregoing)W-8ECI, and as applicable, a U.S. Tax Compliance Certificate properly completed and duly executed by such HolderLender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Issuer Borrowers or the Agent to confirm or establish that such Holder Lender is not subject to deduction or withholding of U.S. federal income Tax tax with respect to payments to such Holder Lender under the Note Loan Documents or is subject to deduction or withholding at a reduced rate, or notify the Agent and the Issuer Borrowers of its inability to deliver any such forms, certificates or other evidence. Any Lender or the Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrowers and the Agent a properly completed and duly executed original of IRS Form W-9 or such other documentation or information prescribed by applicable U.S. federal law or reasonably requested by the Borrowers or the Agent as will enable the Borrowers to determine whether or not such Person is subject to backup withholding or information reporting requirements under the Internal Revenue Code. Notwithstanding the foregoing, or any other provision of any Loan Document, if any Lender shall have satisfied the requirements of the first sentence of this Section 2.13(e) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, the Borrowers shall have an obligation to pay to such Lender any additional amounts pursuant to this Section 2.13 (notwithstanding clause (E) of the definition of “Excluded Taxes”) 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 the interpretation, administration or application thereof, such Lender 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 as described herein. Nothing in this Section 5.03 2.13 shall be construed to require a Holder (Lender or any Tax Related Person of any Holder) the Agent to provide any forms or documentation that it is not legally entitled to provide. On or before the date on which Agent (and any successor replacement Agent) becomes the Agent, it shall deliver to the Issuer two executed copies of IRS Form W-9 establishing an exemption from U.S. federal backup withholding Tax. The Agent (or, upon assignment or replacement, any assignee or successor) agrees that if any form or certification it previously delivered expires or becomes obsolete, it shall update such form or certification or promptly notify the Issuer in writing of its inability to do so.

Administrative Requirements; Forms Provision. Each Holder that is a U.S. United States Person for U.S. federal income tax purposes shall deliver to the Issuer Company and the Agent, on or prior to the Effective Date, on or prior to the applicable Note Purchase Date (in the case of each Holder listed on the signature pages hereof on the Effective Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Holder (in the case of Holder, each other as applicable to such Holder), and at such other times as may be necessary in the determination of the Issuer Company or Agent (each in the reasonable exercise of its discretion), two executed copies of Internal Revenue Service (the “IRS”) Form W-9 establishing an exemption certifying that such Holder is exempt from a U.S. federal backup withholding Taxtax. Each Holder that is not a U.S. United States Person for U.S. federal income tax purposes (a “Non-U.S. Holder”) shall, to the extent it is legally entitled to do so, deliver to the Agent Company and the IssuerAgent (in such number of copies as shall be requested by the recipient), on or prior to the Effective Date, on or prior to the applicable Note Purchase Date (in the case of each Holder listed on the signature pages hereof on the Effective Date) or on or prior to the date of the Assignment Agreement or joinder agreement pursuant to which it becomes a Holder (in the case of Holder, each other as applicable to such Holder), and at such other times as may be necessary in reasonably requested by the determination of the Issuer Company or Agent (each in the reasonable exercise of its discretion), whichever of the following described in clauses (i) through (ivv) below is applicable, accurately completed and in a manner reasonably acceptable to the IssuerCompany and the Agent: (i) in the case of a Non-U.S. Holder claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Note Purchase Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to any other applicable payments under any Note Purchase Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) two executed copies of IRS Form W-8ECI; (iii) in the case of a Non-U.S. Holder claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (1) a certificate substantially in the form of Exhibit H-1 to the effect that such Non-U.S. Holder is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (2) two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or; (iv) to the extent a Non-U.S. Holder is not the beneficial owner of a Note, two executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the or (v) any Non-U.S. Holder is a partnership shall deliver to the Company and one the Agent (in such number of copies as shall be requested by the recipient) on or more direct or indirect partners of prior to the date on which such Non-U.S. Holder are eligible to claim the portfolio interest exemption, such Non-U.S. becomes a Holder shall provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct under this Agreement (and indirect partner. Each Holder required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 5.03(e) hereby agrees, from time to time after thereafter upon the initial delivery by such Holder reasonable request of such formsthe Company or the Agent), certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms certificates or other evidence obsolete or inaccurate in any material respect, that such Holder shall promptly deliver to the Agent and the Issuer two new executed copies of IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or IRS Form W-8ECI (or any successor form(s) of any of the foregoing), and other form prescribed by applicable law as applicable, a U.S. Tax Compliance Certificate properly completed and duly executed by such Holder, and such other documentation required under the Code and reasonably requested by the Issuer to confirm or establish that such Holder is not subject to deduction or withholding of U.S. federal income Tax with respect to payments to such Holder under the Note Documents or is subject to deduction or withholding at a reduced rate, or notify the Agent and the Issuer of its inability to deliver any such forms, certificates or other evidence. Nothing in this Section 5.03 shall be construed to require a Holder (or any Tax Related Person of any Holder) to provide any forms or documentation that it is not legally entitled to provide. On or before the date on which Agent (and any successor replacement Agent) becomes the Agent, it shall deliver to the Issuer two executed copies of IRS Form W-9 establishing an basis for claiming exemption from U.S. federal backup withholding Tax. The Agent (or, upon assignment or replacement, any assignee or successor) agrees that if any form or certification it previously delivered expires or becomes obsolete, it shall update such form or certification or promptly notify the Issuer in writing of its inability to do so.

Administrative Requirements; Forms Provision. Each Holder that is a U.S. Person for U.S. federal income tax purposes shall deliver to the Issuer and the Agent, on or prior to the Effective Closing Date (in the case of each Holder listed on the signature pages hereof on the Effective Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Agent (each in the reasonable exercise of its discretion), two executed copies of Internal Revenue Service (the “IRS”) Form W-9 establishing an exemption from a U.S. federal backup withholding Taxtax. Each Holder that is not a U.S. Person for U.S. federal income tax purposes (a “Non-U.S. Holder”) HolderPurchaser shall, to the extent it is legally entitled to do so, deliver to the Agent Issuer and the IssuerAgent, on or prior to the Effective Closing Date (in the case of each Holder listed on the signature pages hereof on the Effective Closing Date) or on or prior to the date of the Assignment Agreement or joinder agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Agent (each in the reasonable exercise of its discretion), whichever of the following described in clauses (i) through (iv) below is applicable, accurately completed and in a manner reasonably acceptable to the IssuerIssuer and the Agent: (i) in the case of a Non-U.S. Holder HolderPurchaser claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Note Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to any other applicable payments under any Note Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) two executed copies of IRS Form W-8ECI; (iii) in the case of a Non-U.S. Holder HolderPurchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (1A) a certificate substantially in the form of Exhibit H-1 G-1 to the effect that such Non-U.S. Holder HolderPurchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (2B) two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or (iv) to the extent a Non-U.S. Holder HolderPurchaser is not the beneficial owner of a Note, two executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 G-2 or Exhibit H-3G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Holder HolderPurchaser is a partnership and one or more direct or indirect partners of such Non-U.S. Holder HolderPurchaser are eligible to claim the portfolio interest exemption, such Non-U.S. Holder HolderPurchaser shall provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 G-4 on behalf of each such direct and indirect partner. Each Holder required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 5.03(e2.14(e) hereby agrees, from time to time after the initial delivery by such Holder of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms certificates or other evidence obsolete or inaccurate in any material respect, that such Holder shall promptly deliver to the Agent and the Issuer two new executed copies of IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or IRS Form W-8ECI (or any successor form(s) of any of the foregoing), and as applicable, a U.S. Tax Compliance Certificate properly completed and duly executed by such Holder, and such other documentation required under the Code and reasonably requested by the Issuer to confirm or establish that such Holder is not subject to deduction or withholding of U.S. federal income Tax with respect to payments to such Holder under the Note Documents or is subject to deduction or withholding at a reduced rate, or notify the Agent and the Issuer of its inability to deliver any such forms, certificates or other evidence. Nothing in this Section 5.03 shall be construed to require a Holder (or any Tax Related Person of any Holder) to provide any forms or documentation that it is not legally entitled to provide. On or before the date on which the Agent (and any an successor replacement Agent) becomes the Agent, it shall deliver to the Issuer two executed copies of either (i) IRS Form W-9 establishing an exemption from or (ii) a U.S. branch withholding certificate on IRS Form W-8IMY evidencing its agreement with the Issuer to be treated as a United States person within the meaning of Section 7701(a)(30) of the Code (with respect to amounts received on account of any Lender) and IRS Form W-8ECI (with respect to amounts received on its own account), with the effect that, in either case, the Issuer will be entitled to make payments hereunder to the Agent without withholding or deduction on account of U.S. federal withholding Tax and backup withholding Taxtax. The Agent (or, upon assignment or replacement, any assignee or successor) agrees that if any form or certification it previously delivered expires or becomes obsolete, it shall update such form or certification or promptly notify the Issuer in writing of its inability to do so.

Administrative Requirements; Forms Provision. Each Holder Lender that is not a U.S. United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes shall shall, to the extent it is legally eligible to do so, deliver to Administrative Agent for transmission to the Issuer and the AgentBorrower, on or prior to the Effective Closing Date (in the case of each Holder Lender listed on the signature pages hereof on the Effective Closing Date) or on or prior to the date of the Assignment and Acceptance Agreement pursuant to which it becomes a Holder Lender (in the case of each other HolderLender), and at such other times as may be necessary in the determination of the Issuer Borrower or Agent (each in the reasonable exercise of its discretion), two executed copies of Internal Revenue Service (the “IRS”) Form W-9 establishing an exemption from a U.S. federal backup withholding Tax. Each Holder that is not a U.S. Person for U.S. federal income tax purposes (a “Non-U.S. Holder”) shall, to the extent it is legally entitled to do so, deliver to the Agent and the Issuer, on or prior to the Effective Date (in the case of each Holder listed on the signature pages hereof on the Effective Date) or on or prior to the date of the Assignment Agreement or joinder agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Administrative Agent (each in the reasonable exercise of its discretion), whichever of the following described in clauses is applicable (i) through (iv) below is applicable, accurately completed and in a manner reasonably acceptable to the Issuer: (i) in the case of a Non-U.S. Holder claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Note Document, two executed copies of IRS Internal Revenue Service Form W-8BEN W‑8BEN or IRS Form W-8BEN-E establishing an exemption fromE, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Borrower or reduction of, the Administrative Agent to establish that such Lender and its Tax Related Persons are not subject to deduction or withholding of U.S. federal withholding Tax pursuant to the “interest” article of such income tax treaty, and (y) with respect to any payments to such Lender of principal, interest, fees or other applicable payments amounts payable under any Note Documentof the Loan Documents or is subject to deduction or withholding at a reduced rate, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) two executed copies of IRS Internal Revenue Service Form W-8ECI; , (iii) in the case of a Non-U.S. Holder if such Lender is claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (1x) a certificate substantially in the form of Exhibit H-1 to the effect that such Non-U.S. Holder is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) , properly completed and duly executed by such Lender, and (2y) two executed copies of IRS Internal Revenue Service Form W-8BEN or IRS Form and W-8BEN-E; or E and such other documentation required under the Internal Revenue Code and reasonably requested by the Borrower or the Administrative Agent to establish that such Lender and its Tax Related Persons are not subject to deduction or withholding of U.S. federal income tax with respect to any payments to such Lender of interest and other amounts payable under any of the Loan Documents and (iv) to the extent a Non-U.S. Holder Lender is not the beneficial owner of a Noteowner, two executed copies of IRS Internal Revenue Service Form W-8IMY, accompanied by IRS Internal Revenue Service Form W-8ECI, IRS Internal Revenue Service Form W-8BEN, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in Certificate, Internal Revenue Service Form W-9 and such other documentation required under the form Internal Revenue Code and reasonably requested by Borrower or the Administrative Agent to establish that Lender is not subject to deduction or withholding of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or U.S. federal income tax with respect to any payments to such Lender of interest and other certification documents from each beneficial owner, as applicable; provided that if amounts applicable under the Non-U.S. Holder is a partnership and one or more direct or indirect partners of such Non-U.S. Holder are eligible to claim the portfolio interest exemption, such Non-U.S. Holder shall provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partnerLoan Documents. Each Holder Lender required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 5.03(e2.15(e) hereby agrees, from time to time after the initial delivery by such Holder Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Holder shall Lender shall, to the extent it is legally entitled to do so, promptly deliver to Administrative Agent for transmission to the Agent and the Issuer Borrower two new executed copies of IRS Internal Revenue Service Form W-8BEN, IRS Form W-8BEN or W-8BEN-E, IRS Form W-8IMY or IRS Form W-8ECI (or any successor form(s) of any of the foregoing)W-8ECI, and as applicable, a U.S. Tax Compliance Certificate properly completed and duly executed by such HolderLender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Issuer Borrower or the Administrative Agent to confirm or establish that such Holder Lender is not subject to deduction or withholding of U.S. federal income Tax tax with respect to payments to such Holder Lender under the Note Loan Documents or is subject to deduction or withholding at a reduced rate, or notify the Administrative Agent and the Issuer Borrower of its inability to deliver any such forms, certificates or other evidence. Any Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower and the Administrative Agent a properly completed and duly executed original of IRS Form W-9 or such other documentation or information prescribed by applicable U.S. federal law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower to determine whether or not such Person is subject to backup withholding or information reporting requirements under the Internal Revenue Code. Notwithstanding the foregoing, or any other provision of any Loan Document, if any Lender shall have satisfied the requirements of the first sentence of this Section 2.15(e) on the Closing Date or on the date of the Assignment and Acceptance Agreement pursuant to which it became a Lender, the Borrower shall have an obligation to pay to such Lender any additional amounts pursuant to this Section 2.15 (notwithstanding clause (E) of the definition of “Excluded Taxes”) 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 the interpretation, administration or application thereof, such Lender 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 as described herein. Nothing in this Section 5.03 2.15 shall be construed to require a Holder (Lender or any Tax Related Person of any Holder) the Administrative Agent to provide any forms or documentation that it is not legally entitled to provide. On or before the date on which Agent (and any successor replacement Agent) becomes the Agent, it shall deliver to the Issuer two executed copies of IRS Form W-9 establishing an exemption from U.S. federal backup withholding Tax. The Agent (or, upon assignment or replacement, any assignee or successor) agrees that if any form or certification it previously delivered expires or becomes obsolete, it shall update such form or certification or promptly notify the Issuer in writing of its inability to do so.

Administrative Requirements; Forms Provision. Each Holder Lender that is a U.S. Person for U.S. federal income tax purposes shall deliver to the Issuer Borrower and the Agent, on or prior to the Effective Closing Date (in the case of each Holder Lender listed on the signature pages hereof on the Effective Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Holder Lender (in the case of each other HolderLender), and at such other times as may be necessary in the determination of the Issuer Borrower or Agent (each in the reasonable exercise of its discretion), two executed copies of Internal Revenue Service (the “IRS”) Form W-9 establishing an exemption from a U.S. federal backup withholding Tax. Each Holder Lender that is not a U.S. Person for U.S. federal income tax purposes (a “Non-U.S. HolderLender”) shall, to the extent it is legally entitled to do so, deliver to the Agent and the IssuerBorrower, on or prior to the Effective Closing Date (in the case of each Holder Lender listed on the signature pages hereof on the Effective Closing Date) or on or prior to the date of the Assignment Agreement or joinder agreement pursuant to which it becomes a Holder Lender (in the case of each other HolderLender), and at such other times as may be necessary in the determination of the Issuer Borrower or Agent (each in the reasonable exercise of its discretion), whichever of the following described in clauses (i) through (iv) below is applicable, accurately completed and in a manner reasonably acceptable to the IssuerBorrower: (i) in the case of a Non-U.S. Holder Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Note Loan Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to any other applicable payments under any Note Loan Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) two executed copies of IRS Form W-8ECI; (iii) in the case of a Non-U.S. Holder Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (1) a certificate substantially in the form of Exhibit H-1 to the effect that such Non-U.S. Holder Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 ”percent shareholder” of the Issuer Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (2) two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or (iv) to the extent a Non-U.S. Holder Lender is not the beneficial owner of a NoteLoan, two executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Holder Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Holder Lender are eligible to claim the portfolio interest exemption, such Non-U.S. Holder Lender shall provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner. Each Holder Lender required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 5.03(e) hereby agrees, from time to time after the initial delivery by such Holder Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms certificates or other evidence obsolete or inaccurate in any material respect, that such Holder Lender shall promptly deliver to the Agent and the Issuer Borrower two new executed copies of IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or IRS Form W-8ECI (or any successor form(s) of any of the foregoing), and as applicable, a U.S. Tax Compliance Certificate properly completed and duly executed by such HolderLender, and such other documentation required under the Code and reasonably requested by the Issuer Borrower to confirm or establish that such Holder Lender is not subject to deduction or withholding of U.S. federal income Tax with respect to payments to such Holder Lender under the Note Loan Documents or is subject to deduction or withholding at a reduced rate, or notify the Agent and the Issuer Borrower of its inability to deliver any such forms, certificates or other evidence. Nothing in this Section 5.03 shall be construed to require a Holder Lender (or any Tax Related Person of any HolderLender) to provide any forms or documentation that it is not legally entitled that, in the Lender’s reasonable judgment, would subject such Lender to provideany material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. On or before the date on which Agent (and any successor replacement Agent) becomes the Agent, it shall deliver to the Issuer Borrower two executed copies of IRS Form W-9 establishing an exemption from U.S. federal backup withholding Tax. The Agent (or, upon assignment or replacement, any assignee or successor) agrees that if any form or certification it previously delivered expires or becomes obsolete, it shall update such form or certification or promptly notify the Issuer Borrower in writing of its inability to do so.

Administrative Requirements; Forms Provision. Each Holder that is a U.S. United States Person for U.S. federal income tax purposes shall deliver to the Issuer and the Agent, on or prior to the Effective Closing Date (in the case of each Holder listed on the signature pages hereof on the Effective Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Agent (each in the reasonable exercise of its discretion), two executed copies of Internal Revenue Service (the “IRS”) Form W-9 establishing an exemption certifying that such Holder is exempt from a U.S. federal backup withholding Tax. Each Holder that is not a U.S. United States Person for U.S. federal income tax purposes (a “Non-U.S. Holder”) shall, to the extent it is legally entitled to do so, deliver to the Agent Issuer and the IssuerAgent (in such number of copies as shall be requested by the recipient), on or prior to the Effective Closing Date (in the case of each Holder listed on the signature pages hereof on the Effective Closing Date) or on or prior to the date of the Assignment Agreement or joinder agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of reasonably requested by the Issuer or Agent (each in the reasonable exercise of its discretion), whichever of the following described in clauses (i) through (ivv) below is applicable, accurately completed and in a manner reasonably acceptable to the IssuerIssuer and the Agent: (i) in the case of a Non-U.S. Holder claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Note Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to any other applicable payments under any Note Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) two executed copies of IRS Form W-8ECI; (iii) in the case of a Non-U.S. Holder claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (1A) a certificate substantially in the form of Exhibit H-1 G-1 to the effect that such Non-U.S. Holder is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Issuer within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (2B) two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or; (iv) to the extent a Non-U.S. Holder is not the beneficial owner of a Note, two executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 G-2 or Exhibit H-3G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Holder is a partnership and one or more direct or indirect partners of such Non-U.S. Holder are eligible to claim the portfolio interest exemption, such Non-U.S. Holder shall provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 G-4 on behalf of each such direct and indirect partner; or (v) any Non-U.S. Holder shall deliver to the Issuer and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Holder becomes a Holder under this Agreement (and from time to time thereafter upon the reasonable request of the Issuer or the Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Issuer or the Agent to determine the withholding or deduction required to be made. Each Holder required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 5.03(e2.13(e) and Section 2.13(f) hereby agrees, from time to time after the initial delivery by such Holder of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms certificates or other evidence obsolete or inaccurate in any material respect, that such Holder shall promptly deliver to the Agent and the Issuer two new executed copies of IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or IRS Form W-8ECI (or any successor form(s) of any of the foregoing), and as applicable, a U.S. Tax Compliance Certificate properly completed and duly executed by such Holder, and such other documentation required under the Internal Revenue Code and reasonably requested by Agent or the Issuer to confirm or establish that such Holder is not subject to deduction or withholding of U.S. federal income Tax with respect to payments to such Holder under the Note Documents or is subject to deduction or withholding at a reduced rate, or notify the Agent and the Issuer of its inability to deliver any such forms, certificates or other evidence. Nothing in this Section 5.03 shall be construed to require a Holder On or before the Closing Date, (or any Tax Related Person in the case of any Holder) to provide any forms a successor or documentation that it is not legally entitled to provide. On replacement Agent, on or before the date on which such successor or replacement Agent becomes a party to this Agreement), U.S. Bank Trust Company, National Association (and any or such successor or replacement Agent) becomes the Agent), it shall deliver to the Issuer two executed copies of IRS Form W-9 establishing an exemption from U.S. federal backup that the Issuer can make payments to such Agent without deduction or withholding Taxof any Taxes imposed by the United States, including Taxes imposed under FATCA. The Each Holder and Agent (or, upon assignment or replacement, any assignee or successor) agrees that if any form or certification it previously delivered expires or becomes obsoleteobsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Issuer and the Agent in writing of its legal inability to do so.

Administrative Requirements; Forms Provision. Each Holder that is a U.S. United States Person for U.S. federal income tax purposes shall deliver to the Issuer and the AgentCompany, on or prior to the Effective Date date of this Indenture (in the case of each initial Holder listed on the signature pages hereof on the Effective Datedate of this Indenture) or on or prior to the date of the Assignment Agreement transfer of the beneficial interest in the Note pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Agent Company (each in the reasonable exercise of its discretion), two executed original copies of Internal Revenue Service (the “IRS”) IRS Form W-9 establishing an exemption from a U.S. federal backup withholding TaxW-9. Each Holder that is not a U.S. United States Person for U.S. federal income tax purposes (a “Non-U.S. Holder”) shall, to the extent it is legally entitled to do so, shall deliver to the Agent and the IssuerCompany, on or prior to the Effective Date date of this Indenture (in the case of each initial Holder listed on the signature pages hereof on the Effective Datedate of this Indenture) or on or prior to the date of the Assignment Agreement transfer of the beneficial interest in the Note or joinder agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Agent Company (each in the reasonable exercise of its discretion), whichever of the following described in clauses clause (i1) through (iv4) below is applicable, accurately completed and in a manner reasonably acceptable to the Issuer: (i1) in if the case of a Non-U.S. Holder claiming the benefits of is eligible to claim a benefit from an income tax treaty (or convention, protocol, or similar agreement) to which the United States is a party (x) with respect to payments of interest any payment under any Note Documentcovered by such tax treaty (or convention, protocol, or similar agreement), two executed original copies of IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treatytreaty (or convention, and (y) with respect to any other applicable payments under any Note Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption fromprotocol, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treatysimilar agreement); (ii2) two executed copies originals of IRS Form W-8ECI; (iii3) in the case of a Non-U.S. Holder claiming eligible to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (1x) a certificate substantially in the form of Exhibit H-1 I-1 to the effect that such Non-U.S. Holder is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Issuer Company within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (2y) two executed copies originals of IRS Form W-8BEN or IRS Form W-8BEN-E; or, as applicable; (iv4) to the extent a Non-U.S. Holder is not the beneficial owner of a Note, two executed copies originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 I-2 or Exhibit H-3I-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Holder is a partnership and one or more direct or indirect partners of such Non-U.S. Holder are eligible to claim the portfolio interest exemption, such Non-U.S. Holder shall provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 I-4 on behalf of each such direct and indirect partner; or (5) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Company to determine the withholding or deduction required to be made. Each Holder required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 5.03(e) 13.20 hereby agrees, from time to time after the initial delivery by such Holder of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms certificates or other evidence obsolete obsolete, expired, invalid or inaccurate in any material respect, that such Holder shall promptly deliver to the Agent and the Issuer Company two new executed original copies of IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY such updated forms or IRS Form W-8ECI (certificate or any successor form(s) of any of the foregoing), and as applicable, a U.S. Tax Compliance Certificate properly completed and duly executed by such Holder, and such other documentation required under the Code and reasonably requested by the Issuer to confirm or establish that such Holder is not subject to deduction or withholding of U.S. federal income Tax with respect to payments to such Holder under the Note Documents or is subject to deduction or withholding at a reduced rate, or promptly notify the Agent and the Issuer Company in writing of its legal inability to deliver any such forms, certificates or other evidencedo so. Nothing in this Section 5.03 13.20 shall be construed to require a Holder (or any Tax Related Person of any Holder) to provide any forms or documentation that it is not legally entitled to provide. On or before the date on which Agent (and any successor replacement Agent) becomes the Agent, it shall deliver to the Issuer two executed copies of IRS Form W-9 establishing an exemption from U.S. federal backup withholding Tax. The Agent (or, upon assignment or replacement, any assignee or successor) agrees that if any form or certification it previously delivered expires or becomes obsolete, it shall update such form or certification or promptly notify the Issuer in writing of its inability to do so.

Administrative Requirements; Forms Provision. Each Holder that is not a U.S. United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. Holder”) shall deliver to Administrative Agent for transmission to the Issuer and the AgentIssuer, on or prior to the Effective Closing Date (in the case of each Holder listed on the signature pages hereof on the Effective Closing Date) or on or prior to the date of the Assignment Agreement or Joinder Agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or the Administrative Agent (each in the reasonable exercise of its discretion), two executed copies of Internal Revenue Service (the “IRS”) Form W-9 establishing an exemption from a U.S. federal backup withholding Tax. Each Holder that is not a U.S. Person for U.S. federal income tax purposes (a “Non-U.S. Holder”) shall, to the extent it is legally entitled to do so, deliver to the Agent and the Issuer, on or prior to the Effective Date (in the case of each Holder listed on the signature pages hereof on the Effective Date) or on or prior to the date of the Assignment Agreement or joinder agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Agent (each in the reasonable exercise of its discretion), whichever of the following described in clauses (i) through (iv) below is applicable, accurately completed and in a manner reasonably acceptable to the Issuerfollowing: (i) in the case of a Non-U.S. Holder claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Note Document, two executed original copies of IRS Internal Revenue Service (the “IRS”) Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to any other applicable payments under any Note Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) two executed copies originals of IRS Form W-8ECI; (iii) in the case of a Non-U.S. Holder claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (1x) a certificate substantially in the form of Exhibit H-1 O-1 to the effect that such Non-U.S. Holder is not a “bank” within the meaning of Section 881(c)(3)(A) of the CodeInternal Revenue , a “10 percent shareholder” of the Issuer within the meaning of Section 881(c)(3)(B) of the CodeInternal Revenue, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code Internal Revenue (a “U.S. Tax Compliance Certificate”) and (2y) two executed copies originals of IRS Form W-8BEN or IRS Form W-8BEN-E; or (iv) to the extent a Non-U.S. Holder is not the beneficial owner owner, executed originals of a Note, two executed copies of IRS Internal Revenue Service Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 O-2 or Exhibit H-3O-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Holder is a partnership and one or more direct or indirect partners of such Non-U.S. Holder are eligible to claim claiming the portfolio interest exemption, such Non-U.S. Holder shall may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 O-4 on behalf of each such direct and indirect partner. ; Each Holder required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 5.03(e2.14(e) hereby agrees, from time to time after the initial delivery by such Holder of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Holder shall promptly deliver to the Administrative Agent and for transmission to the Issuer two new executed original copies of IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or IRS Form W-8ECI (or any successor form(s) of any of the foregoing)W-8ECI, and as applicable, a U.S. Tax Compliance Certificate properly completed and duly executed by such Holder, and such other documentation required under the Code Internal Revenue and reasonably requested by the Issuer to confirm or establish that such Holder is not subject to deduction or withholding of U.S. United States federal income Tax with respect to payments to such Holder under the Note Documents or is subject to deduction or withholding at a reduced rate, or notify the Administrative Agent and the Issuer of its inability to deliver any such forms, certificates or other evidence. The Issuer shall not be required to pay any additional amount to any Non-U.S. Holder under Section 2.14(b)(iii) 2.14(b) to the extent such amount relates to an amount of withholding that would not have been due in the event, such Holder had delivered the forms, certificates or other evidence referred to in the second sentence of this Section 2.14(e) that it is legally entitled to deliver; provided, if such Holder shall have satisfied the requirements of the first sentence of this Section 2.14(e) on the Closing Date or on the date of the Assignment Agreement or Joinder Agreement pursuant to which it became a Holder, as applicable, nothing in this penultimate sentence of Section 2.14(e) shall relieve the Issuer of its obligation to pay any additional amounts pursuant this Section 2.14 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 the interpretation, administration or application thereof, such Holder is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Holder is not subject to withholding as described herein. Nothing in this Section 5.03 2.14 shall be construed to require a Holder (or any Tax Related Person of any Holder) the Administrative Agent to provide any forms or documentation that it is not legally entitled to provide. On or before the date on which Agent (and any successor replacement Agent) becomes the Agent, it shall deliver to the Issuer two executed copies of IRS Form W-9 establishing an exemption from U.S. federal backup withholding Tax. The Agent (or, upon assignment or replacement, any assignee or successor) agrees that if any form or certification it previously delivered expires or becomes obsolete, it shall update such form or certification or promptly notify the Issuer in writing of its inability to do so.