Common use of Delivery of Tax Forms Clause in Contracts

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the Company, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Assumption, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the Company, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent Payee shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on or before the Closing Effective Date or concurrently with the delivery of the relevant Assignment and Assumption, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender Payee is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, taxes and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender Payee further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender Payee is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and backup withholding tax (unless in any such case an event (including without limitation any change a Change in treaty, law or regulation) Law has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender Payee notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in ). In the case of a Form W-9Payee claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, Form W-8BEN such Payee shall also deliver a certificate to the effect that such Payee is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or W-8ECI, establishing an exemption from United States backup withholding tax(C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent Payee under this Section 5.11 or Section 5.8(c), (i) 2.16 if such Lender or the Administrative Agent Payee fails to comply with the requirements of this Section 5.11(e2.16(e), other than to the extent that such failure is due to a change Change in law Law occurring after the date on which such Lender or the Administrative Agent Payee became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicableAgreement.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 2.20 or Section 5.8(c2.17(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e2.20(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Each Foreign Lender further agrees to provide, promptly upon the reasonable demand of the Borrower or the Administrative Agent, any information, form or document, accurately completed, that may be required in order to demonstrate that such Foreign Lender is in compliance with the requirements of FATCA, including §1471(b) of the Code, if such Foreign Lender is a foreign financial institution (as such term is defined in §1471(d)(4) of the Code) or §1472(b), if such Foreign Lender is a non-financial foreign entity (as such term is defined in §1472(d) of the Code). Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 2.20 or Section 5.8(c2.17(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e2.20(e), other than to the extent that such failure is due to a change Change in law Law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower and Guarantors, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower and Guarantors, with a copy to the Administrative Agent, as applicable, two Form W-9, a Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower and Guarantors, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) W-8CI that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and Guarantors and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender that is organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Effective Date or concurrently with the delivery of the relevant Assignment and AssumptionAssumption Agreement, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, including backup withholding taxes. Each Lender that is organized under the laws of the United States or any political subdivision thereof shall deliver to the Borrower, with a copy to the Agent, on the Effective Date or concurrently with the delivery of the relevant Assignment and (ii) an Assumption Agreement, as applicable, two United States Internal Revenue Service Form W-8BEN or W-8ECI W-9 (or successor applicable form), as the case may be, needed to establish an a complete exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two a Form W-8ECI or W-8BEN or in the case of a Lender organized under the laws of the United States or any political subdivision thereof a Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8ECI or W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender (i)organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrowers, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, including backup withholding taxes and (ii) an shall deliver to the Borrowers, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, as applicable, two United States Internal Revenue Service Form W-8BEN or W-8ECI W-9 (or successor applicable form), as the case may be, needed to establish an a complete exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrowers, with a copy to the Administrative Agent, as applicable, two a Form W-8ECI or W-8BEN and Form W-8 or W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrowers, certifying in the case of a Form W-9, Form W-8ECI or W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrowers and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce --------------------- laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) ), properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two a Form W-8ECI or W-8BEN and Form W-8 or W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8ECI or W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender not organized under the extent required by Applicable Law to reduce laws of the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall a state thereof shall: (a) deliver to the Company, with a copy to Borrowers and the Administrative Agent, on or prior to the Closing Date or concurrently with the date of its execution and delivery of this Agreement in the relevant Assignment case of each Lender listed on the signature pages hereof and Assumption, as applicableon or prior to the date on which it becomes a Lender in the case of each other Lender, (i) two United States accurate and duly completed executed copies of Internal Revenue Service Forms W-9, Forms W-8ECI Form 1001 or Forms W-8BEN4224, as applicable (appropriate, or any successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxesform prescribed by the Internal Revenue Service, and (ii) an accurate and complete Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9, as appropriate, or any successor applicable formform prescribed by the Internal Revenue Service, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to ; and (b) deliver to the Company, with a copy Borrowers and to the Administrative Agent, as applicable, Agent two Form W-9, Form W-8BEN further accurate and complete executed copies of any such form or W-8ECI, or successor applicable forms or manner of certification, as the case may be, certification on or before the date that any such form or certification expires or becomes obsolete or and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company, certifying in Borrowers; and (c) obtain such extensions of time for filing and completing such forms or certifications as may reasonably be requested by the case of a Form W-9, Form W-8BEN Borrowers or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (the Agent; unless in any such case under clause (b) above an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or the exemption which would prevent such Lender from duly completing and delivering any such form with respect to which such forms relate unavailable it and such Lender notifies so advises the Company Borrowers and the Administrative Agent Agent. Such Lender shall certify (i) in the case of Internal Revenue Service Form 1001 or 4224 that is provided pursuant to clause (a) above, that it is not entitled to receive payments under this Agreement without deduction or withholding of any United States federal Federal income taxes; (ii) and, in the case of any Internal Revenue Service Form 1001 or 4224 that is provided pursuant to clause (b) above, to the extent legally entitled to do so, that it is entitled to receive payments under this Agreement without, or at a reduced rate of, deduction or withholding of any United States Federal income taxes; and (iii) in the case of an Internal Revenue Service Form W-8 or W-9, Form W-8BEN or W-8ECI, establishing that it is entitled to an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document Each Person not organized under the laws of the United States or a state thereof that is an assignee hereunder shall, prior to the contraryeffectiveness of the related transfer, the Borrowers shall not be required to pay additional amounts provide all of the forms and statements required pursuant to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable5.7.

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower and Guarantors, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI 4224 or Forms W-8BEN1001, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower and Guarantors, with a copy to the Administrative Agent, as applicable, two a Form 1001 or 4224 and Form W-8 or W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower and Guarantors, certifying in the case of a Form W-9, Form W-8BEN 1001 or W-8ECI (or successor forms) 4224 that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and Guarantors and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two a Form W-8ECI or W-8BEN and Form W-8 or W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8ECI or W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers The Borrower shall not be required to pay any additional amounts amount to any non-U.S. Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (iin respect of United States withholding tax pursuant to SECTION 4.17(A) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that the obligation to withhold such failure is due to a change in law occurring after tax existed at the date on which time such non-U.S. Lender or the Administrative Agent became a party Lender hereunder, unless such obligation would not have arisen but for a failure by such non-U.S. Lender to deliver the documents referred to in this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicableSECTION 4.17(E).

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two a Form W-8ECI or W-8BEN and Form W-8 or W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8ECI or W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers The Borrower shall not be required to pay any additional amounts amount to any non-U.S. Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (iin respect of United States withholding tax pursuant to SECTION 4.17(a) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that the obligation to withhold such failure is due to a change in law occurring after tax existed at the date on which time such non-U.S. Lender or the Administrative Agent became a party Lender hereunder, unless such obligation would not have arisen but for a failure by such non-U.S. Lender to deliver the documents referred to in this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicableSECTION 4.17(e).

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance or on the day that a Lender sells a participation to another bank or banks in accordance with Section 12.10 (f) hereof, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI 4224 or Forms W-8BEN1001, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two a Form 1001 or 4224 and Form W-8 or W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN 1001 or W-8ECI (or successor forms) 4224 that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (a change in Applicable Law, including without limitation any change in treaty, law procedure or regulationpronouncement of any Governmental Authority) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent in writing that it is not entitled to receive payments without deduction or withholding of United States federal income taxestaxes specifying the reasons why that is the case) and, in the case of a Form W-8 or W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document Any Lender that fails to provide such certificates or forms (claiming exemption from the contrary, the Borrowers applicable tax) that it is required to provide under this Section 3.10(e) shall not be required entitled to pay additional amounts to any Lender or the Administrative Agent under benefits of Section 5.11 or Section 5.8(c)3.10(a) hereof, (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e)and, other than to the extent that such failure is due required by law, Borrower shall deduct taxes from payments made to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrowers, with a copy to the Administrative Agent, on or prior to the Closing Date or concurrently with the delivery of the relevant Assignment and Assumption, as applicableAcceptance, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) either (A) an Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxestaxes or (B) a certificate executed by such Lender certifying that such Lender is not a "bank" and that such Lender qualifies for such exemption under Section 881(c) of the Code. Each such Lender further agrees to deliver to the CompanyBorrowers, with a copy to the Administrative Agent, as applicable, two Form W-9, a Form W-8BEN or W-8ECIW-8ECI and Form W-8 or W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrowers, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrowers and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECIW-8BECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each LENDER organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the UNITED STATES or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBORROWER, with a copy to the Administrative AgentADMINISTRATIVE AGENT, on the Closing Date CLOSING DATE or concurrently with the delivery of the relevant Assignment and AssumptionASSIGNMENT AND ACCEPTANCE, as applicable, (i) two United States UNITED STATES Internal Revenue Service Forms W-9, Forms W-8ECI 4224 or Forms W-8BEN1001, as applicable (or successor forms) properly completed and certifying in each case that such Lender LENDER is entitled to a complete exemption from withholding or deduction for or on account of any United States UNITED STATES federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States UNITED STATES backup withholding taxes. Each such Lender LENDER further agrees to deliver to the CompanyBORROWER, with a copy to the Administrative AgentADMINISTRATIVE AGENT, as applicable, two a Form 1001 or 4224 and Form W-8 or W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBORROWER, certifying in the case of a Form W-9, Form W-8BEN 1001 or W-8ECI (or successor forms) 4224 that such Lender LENDER is entitled to receive payments under this Agreement AGREEMENT without deduction or withholding of any United States UNITED STATES federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender LENDER notifies the Company BORROWER and the Administrative Agent ADMINISTRATIVE AGENT that it is not entitled to receive payments without deduction or withholding of United States UNITED STATES federal income taxes) and, in the case of a Form W-8 or W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States UNITED STATES backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s 's or the Administrative Agent’s 's gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and that is organized under the Administrative Agent laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) shall deliver to the CompanyDomestic Borrower, on behalf of itself and the Canadian Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyDomestic Borrower, on behalf of itself and the Canadian Borrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyDomestic Borrower, on behalf of itself and the Canadian Borrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Domestic Borrower, on behalf of itself and the Canadian Borrower, and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under this Section 5.11 5.14 or Section 5.8(c5.11(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e5.14(e), other than to the extent that such failure is due to a change in law Applicable Law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxestaxes or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent shall deliver to the Company, with a copy to Company and the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI W‑8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the Company, with a copy to Company and the Administrative Agent, as applicable, Agent two Form W-9, Form W-8BEN or W-8ECIW‑8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECIW‑8ECI, establishing an exemption from United States backup withholding tax. Unless the Company or the Administrative Agent has received forms or other documents satisfactory to it indicating that payments hereunder or under any Note to or for a Lender are not subject to withholding Tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the Borrower or the Administrative Agent (as applicable) may withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 3.11 or Section 5.8(c3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e3.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that if such additional amounts are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender organized under the laws of any jurisdiction other than the United States or any state thereof (a “Foreign Lender”) and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Foreign Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Foreign Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Foreign Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Foreign Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under this Section 5.11 5.13 or under Section 5.8(c5.10(c), (i) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e5.13(e), other than to the extent (i) that such failure is due to a change in law occurring after the date on which such Foreign Lender or the Administrative Agent became a party to this Agreement or (ii) that such additional amounts are the result of such Foreign Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on or before the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under this Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in treaty, law or regulation occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9X-0, Forms W-8ECI X-0XXX or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9X-0, Form W-8BEN or W-8ECI (or successor forms) X-0XXX xx X-0XXX that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9X-0, Form W-8BEN X-0XXX or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in In the event any Loan Document such Lender fails to the contrarydeliver any such form, the Borrowers provisions of Section 5.11 shall not be required deemed to pay additional amounts be applicable to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender that is not organized under the extent required by Applicable Law to reduce laws of the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall a state thereof shall: (a) deliver to the Company, with a copy to Borrower and the Administrative Agent, on or prior to the Closing Date or concurrently with date of the execution and delivery of this Agreement or the relevant Assignment date on which it becomes a Lender hereunder, two accurate and Assumption, as applicable, (i) two duly completed executed copies of United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service IRS Form W-8BEN or W-8ECI W­8ECI, as appropriate, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to ; (b) deliver to the Company, with a copy to Borrower and the Administrative Agent, as applicable, Agent two Form W-9, Form W-8BEN further accurate and complete executed copies of any such form or W-8ECI, or successor applicable forms or manner of certification, as the case may be, certification on or before the date that any such form or certification expires or becomes obsolete or and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company, certifying in Borrower; and (c) obtain such extensions of time for filing and completing such forms or certifications as may reasonably be requested by the case of a Form W-9, Form W-8BEN Borrower or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (the Agent; unless in any such case under clause (b) above an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or the exemption which would prevent such Lender from duly completing and delivering any such form with respect to which such forms relate unavailable it and such Lender notifies so advises the Company Borrower and the Administrative Agent Agent. Such Lender shall certify with respect to Form W-8BEN or W8ECI, as appropriate that (i) it is not entitled to receive payments under this Agreement without deduction or withholding of any United States federal Federal income taxes; (ii) andto the extent legally entitled to do so, in the case that it is entitled to receive payments under this Agreement without, or at a reduced rate of, deduction or withholding of a Form W-9, Form W-8BEN any United States Federal income taxes; or W-8ECI, establishing (iii) that it is entitled to an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document Each Person not organized under the laws of the United States or a state thereof that is an assignee hereunder shall, prior to the contraryeffectiveness of the related transfer, the Borrowers shall not be required to pay additional amounts provide all of the forms and statements required pursuant to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable10.14.

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a --------------------- jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrowers, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrowers, with a copy to the Administrative Agent, as applicable, two Form W-9, a Form W-8BEN or W-8ECIW-8ECI and Form W-8 or W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrowers, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) W- 8ECI that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrowers and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on or before the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding 38 anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in treaty, law or regulation occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s 's or the Administrative Agent’s 's gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Bank organized under the extent required by Applicable Law to reduce laws of a --------------------- jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two copies of United States Internal Revenue Service Forms W-9X-0 XXX, Forms W-8ECI X-0 ECI or Forms W-8BENW-8 IMY, as applicable (or successor forms) properly completed and certifying in each case that such Lender Bank is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender Bank further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicablea Form X-0 XXX, two X-0 ECI or W-8 IMY and Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9X-0 XXX, Form W-8BEN X-0 ECI or W-8ECI (or successor forms) W-8 IMY that such Lender Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate becomes unavailable and such Lender Bank notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything Each Bank shall promptly notify the Administrative Agent and the Borrower at any time it determines that it is no longer in a position to provide any Loan Document previously delivered certificate or form to the contraryBorrower. Notwithstanding any other provision of this Section 2.12A(e), any Bank organized under the Borrowers laws of a jurisdiction other than the United States or any state thereof shall not be required to pay additional amounts deliver any form pursuant to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent 2.12A(e) that such failure Bank is due not legally able to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicabledeliver.

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a --------------------- jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrowers, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance or New Lender Supplement, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) either (A) an Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxestaxes or (B) a certificate executed by such Lender certifying that such Lender is not a "bank" and that such Lender qualifies for such exemption under Section 881(c) of the Code. Each such Lender further agrees to deliver to the CompanyBorrowers, with a copy to the Administrative Agent, as applicable, two Form W-9, a Form W-8BEN or W-8ECIW-8ECI and Form W-8 or W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrowers, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrowers and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECIW-8BECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Revolving Credit Lender organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI 4224 or Forms W-8BEN1001, as applicable (or successor forms) properly completed and certifying in each case that such Revolving Credit Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Revolving Credit Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two a Form 1001 or 4224 and Form W-8 or W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN 1001 or W-8ECI (or successor forms) 4224 that such Revolving Credit Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, treaty law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Revolving Credit Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Funding Party organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to each of the CompanyLessee and the Lessor, with a copy to the Administrative Agent, on the Closing Date date hereof or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance or Addition Agreement, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI Form W-8BEN or Forms W-8BENW-8ECI, as applicable (or successor forms) properly completed and certifying in each case that such Lender Funding Party is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI W-9 or successor applicable form, as the case may be, to establish establishing an exemption from United States backup withholding taxes. Each such Lender Funding Party further agrees to deliver to the CompanyLessor and the Lessee, with a copy to the Administrative Agent, as applicable, two Form W-9, original signed copies of Form W-8BEN or W-8ECIW-8ECI and Form W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyAgent, (i) certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender Funding Party is entitled to receive payments under this Agreement the Operative Documents without deduction or withholding of any United States federal income taxes (unless in any such case an event beyond the reasonable control of such Funding Party (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender Funding Party notifies the Company Lessee and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, (ii) in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance or any accession agreement executed and delivered in accordance with Section 2.24 or 2.28(a), as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI W-8ECI, Forms W-8BEN or Forms W-8BEN-E, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, taxes and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or Form W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a 48 Choice Hotels – Credit Agreement (2018) Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or Form W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or Form W-8ECI, establishing an exemption from United States backup withholding tax. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 2.20 or Section 5.8(c2.17(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e2.20(e), other than to the extent that such failure is due to a change Change in law Law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the Company, Borrower with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company, Borrower certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 4.13 or Section 5.8(c4.10(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e4.13(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance or any accession agreement executed and delivered in accordance with Section 2.24 or 2.28(a), as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI W-8ECI, Forms W-8BEN or Forms W-8BEN-E, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, taxes and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or Form W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or Form W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or Form W-8ECI, establishing an exemption from United States backup withholding tax. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 2.20 or Section 5.8(c2.17(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e2.20(e), other than to the extent that such failure is due to a change Change in law Law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrowers, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrowers, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrowers, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrowers and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c)5.11, (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s 's or the Administrative Agent’s 's gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and that is organized under the Administrative Agent laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) shall deliver to the CompanyDomestic Borrower, on behalf of itself and the Canadian Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyDomestic Borrower, on behalf of itself and the Canadian Borrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyDomestic Borrower, on behalf of itself and the Canadian Borrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Domestic Borrower, on behalf of itself and the Canadian Borrower, and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under this Section 5.11 5.14 or Section 5.8(c5.11(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e5.14(e), other than to the extent that such failure is due to a change in law Applicable Law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s 's or the Administrative Agent’s 's gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on or before the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in treaty, law or regulation occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Effective Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN-E, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN W-8BEN-E or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two a Form W-9, Form W-8BEN W-8BEN-E or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN W-8BEN-E or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN W-8BEN-E or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender organized under the laws of any jurisdiction other than the United States or any state thereof (a "FOREIGN LENDER") and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Foreign Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Foreign Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Foreign Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Foreign Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under this Section 5.11 5.13 or Section 5.8(c5.10(c), (i) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e5.13(e), other than to the extent (i) that such failure is due to a change in law occurring after the date on which such Foreign Lender or 37 the Administrative Agent became a party to this Agreement or (ii) that such additional amounts are the result of such Foreign Lender’s 's or the Administrative Agent’s 's gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance or any accession agreement executed and delivered in accordance with Section 2.24 or 2.28(a), as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Each Foreign Lender further agrees to provide, promptly upon the reasonable demand of the Borrower or the Administrative Agent, any information, form or document, accurately completed, that may be required in order to demonstrate that such Foreign Lender is in compliance with the requirements of FATCA, including §1471(b) of the Code, if such Foreign Lender is a foreign financial institution (as such term is defined in §1471(d)(4) of the Code) or §1472(b), if such Foreign Lender is a non-financial foreign entity (as such term is defined in §1472(d) of the Code). Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 2.20 or Section 5.8(c2.17(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e2.20(e), other than to the extent that such failure is due to a change Change in law Law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9Forms X-0, Form W-8BEN Xxxxx X-0XXX or W-8ECIW-8BEN, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9X-0, Form W-8BEN X-0XXX or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 4.11 or Section 5.8(c4.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e4.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s 's or the Administrative Agent’s 's gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that ii)that are the result of such Lender’s 's or the Administrative Agent’s 's gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender organized under the laws of any jurisdiction other than the United States or any state thereof (a "Foreign Lender") and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Amendment and Restatement Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Foreign Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Foreign Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Foreign Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Foreign Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent (i) that such failure is due to a change in law occurring after the date on which such Foreign Lender or the Administrative Agent became a party to this Agreement or (ii) that such additional amounts are the result of such Foreign Lender’s 's or the Administrative Agent’s 's gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c)5.11, (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Assumption, as applicable, (i) Acceptance two United States Internal Revenue Service Forms W-9, Forms W-8ECI W-8ECI, Forms W-8BEN or Forms W-8BEN-E, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, taxes and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or Form W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or Form W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or Form W-8ECI, establishing an exemption from United States backup withholding tax. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 2.20 or Section 5.8(c2.17(d), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e2.20(e), other than to the extent that such failure is due to a change Change in law Law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.. Table of Contents

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Effective Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BENW-8BEN‑E, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN W-8BEN‑E or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two a Form W-9, Form W-8BEN W‑8BEN‑E or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN W-8BEN‑E or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN W-8BEN‑E or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender that is not organized under the extent required by Applicable Law to reduce laws of the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall a state thereof shall: (a) deliver to the Company, with a copy to Borrower and the Administrative Agent, on or prior to the Closing Date or concurrently with date of the execution and delivery of this Agreement or the relevant Assignment date on which it becomes a Lender hereunder, two accurate and Assumption, as applicable, (i) two duly completed executed copies of United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service IRS Form W-8BEN or W-8ECI W-­8ECI, as appropriate, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to ; (b) deliver to the Company, with a copy to Borrower and the Administrative Agent, as applicable, Agent two Form W-9, Form W-8BEN further accurate and complete executed copies of any such form or W-8ECI, or successor applicable forms or manner of certification, as the case may be, certification on or before the date that any such form or certification expires or becomes obsolete or and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company, certifying in Borrower; and (c) obtain such extensions of time for filing and completing such forms or certifications as may reasonably be requested by the case of a Form W-9, Form W-8BEN Borrower or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (the Agent; unless in any such case under clause (b) above an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or the exemption which would prevent such Lender from duly completing and delivering any such form with respect to which such forms relate unavailable it and such Lender notifies so advises the Company Borrower and the Administrative Agent Agent. Such Lender shall certify with respect to Form W-8BEN or W8ECI, as appropriate that (i) it is not entitled to receive payments under this Agreement without deduction or withholding of any United States federal Federal income taxes; (ii) andto the extent legally entitled to do so, in the case that it is entitled to receive payments under this Agreement without, or at a reduced rate of, deduction or withholding of a Form W-9, Form W-8BEN any United States Federal income taxes; or W-8ECI, establishing (iii) that it is entitled to an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document Each Person not organized under the laws of the United States or a state thereof that is an assignee hereunder shall, prior to the contraryeffectiveness of the related transfer, the Borrowers shall not be required to pay additional amounts provide all of the forms and statements required pursuant to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable10.14.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Each Foreign Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI W-8 BEN or Forms W-8BENW-8 ECI, as applicable (or successor forms) properly completed and certifying in each case that such Foreign Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Foreign Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two a Form W-8 ECI or W-8 BEN and Form W-8 or W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN W-8 ECI or W-8ECI (or successor forms) W-8 BEN that such Foreign Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Foreign Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the Company, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Assumption, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the Company, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s 's or the Administrative Agent’s 's gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a --------------------- jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrowers, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrowers, with a copy to the Administrative Agent, as applicable, two Form W-9, a Form W-8BEN or W-8ECIW-8ECI and Form W-8 or W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrowers, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrowers and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-8 or W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent Payee shall deliver to the CompanyGEO, with a copy to the Administrative Agent, on or before the Closing Second Restatement Effective Date or concurrently with the delivery of the relevant Assignment and Assumption, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender Payee is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, taxes and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender Payee further agrees to deliver to the CompanyGEO, with a copy to the Administrative Agent, as applicable, two Form W-9Forms X-0, Form W-8BEN Xxxxx X-0XXX or Forms W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyGEO, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender Payee is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and backup withholding tax (unless in any such case an event (including without limitation any change a Change in treaty, law or regulation) Law has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender Payee notifies the Company GEO and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in ). In the case of a Form W-9Payee claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, Form W-8BEN such Payee shall also deliver a certificate to the effect that such Payee is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of either of the Borrowers within the meaning of section 881(c)(3)(B) of the Code, or W-8ECI, establishing an exemption from United States backup withholding tax(C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent Payee under this Section 5.11 or Section 5.8(c), (i) 2.15 if such Lender or the Administrative Agent Payee fails to comply with the requirements of this Section 5.11(e2.15(e), other than to the extent that such failure is due to a change Change in law Law occurring after the date on which such Lender or the Administrative Agent Payee became a party to this Agreement Agreement. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to GEO and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by GEO or the Administrative Agent such documentation prescribed by applicable law (iiincluding as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by GEO or the Administrative Agent as may be necessary for either Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that are the result of such Lender has complied with such Lender’s obligations under FATCA or to determine the Administrative Agent’s gross negligence or willful misconductamount to deduct and withhold from such payment. Solely for purposes of this Section 2.15(e), as applicable“FATCA” shall include any amendments made to FATCA after the First Amendment Effective Date.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Assumption, as applicable, (iAcceptance or any accession agreement executed and delivered in accordance with Section 2.28(a) two United States Internal Revenue Service Forms W-9, Forms W-8ECI W-8ECI, Forms W-8BEN or Forms W-8BEN-E, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, taxes and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or Form W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or Form W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or Form W-8ECI, establishing an exemption from United States backup withholding tax. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Xxxxxx’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 2.20 or Section 5.8(c2.17(d), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e2.20(e), other than to the extent that such failure is due to a change Change in law Law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such LenderXxxxxx’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To Each Lender organized under the extent required by Applicable Law to reduce laws of a jurisdiction other than the United States or eliminate withholding or payment of taxes, each Lender and the Administrative Agent any state thereof shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance or on the day that a Lender sells a participation to another bank or banks in accordance with Section 13.10 (f) hereof, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI 4224 or Forms W-8BEN1001, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN W-8 or W-8ECI W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two a Form 1001 or 4224 and Form W-8 or W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN 1001 or W-8ECI (or successor forms) 4224 that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (a change in Applicable Law, including without limitation any change in treaty, law procedure or regulationpronouncement of any Governmental Authority) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to 43 which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent in writing that it is not entitled to receive payments without deduction or withholding of United States federal income taxestaxes specifying the reasons why that is the case) and, in the case of a Form W-8 or W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document Any Lender that fails to provide such certificates or forms (claiming exemption from the contrary, the Borrowers applicable tax) that it is required to provide under this Section 4.10 (e) shall not be required entitled to pay additional amounts to any Lender or the Administrative Agent under benefits of Section 5.11 or Section 5.8(c)4.10 (a) hereof, (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e)and, other than to the extent that such failure is due required by law, Borrower shall deduct taxes from payments made to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrowers, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrowers, with a copy to the Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrowers, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrowers and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 or Section 5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender and the Administrative Agent shall deliver to the CompanyBorrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AssumptionAcceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms) properly completed and certifying in each case that such Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish an exemption from United States backup withholding taxes. Each such Lender further agrees to deliver to the CompanyBorrower, with a copy to the Administrative Agent, as applicable, two Form W-9Forms W-0, Form W-8BEN Xxxxx X-0XXX or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the CompanyBorrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrowers Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 5.11 3.11 or Section 5.8(c3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e3.11(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that if such additional amounts are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.