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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent shall deliver to the Company and the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 and the Administrative Agent 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 Borrower, 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 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. 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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 or reasonably requested by the Company or the Administrative Agenttaxes, 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 Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 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 Company and Borrower, with a copy to the Administrative Agent Agent, as applicable, 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 Borrower, 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 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 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 Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under this Section 3.11 5.13 or under Section 3.8(c5.10(c), (i) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) if 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 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Effective Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 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 and Borrower, with a copy to the Administrative Agent two Agent, a Form W-9, Form W-8BEN W-8BEN-E 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 Borrower, certifying in the case of a Form W-9, Form W-8BEN W-8BEN-E 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 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‑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 3.11 or Section 3.8(cd), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and BORROWER, with a copy to the Administrative AgentADMINISTRATIVE AGENT, on the Closing Date CLOSING DATE or concurrently with the delivery of the relevant Assignment and AcceptanceASSIGNMENT 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 Company BORROWER, with a copy to the ADMINISTRATIVE AGENT, a Form 1001 or 4224 and the Administrative Agent two 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 BorrowerBORROWER, certifying in the case of a Form W-9, Form W-8BEN 1001 or W-8ECI (or successor forms) or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) 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 Borrower 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. 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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 Company Borrower, with a copy to the Agent, a Form 1001 or 4224 and the Administrative Agent two 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 Borrower, certifying in the case of a Form W-9, Form W-8BEN 1001 or W-8ECI (or successor forms) or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) 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 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. 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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AcceptanceAcceptance 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 Company and Borrower, with a copy to the Administrative Agent Agent, as applicable, two Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or W‑8ECIForm 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 Borrower, 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) 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 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 W‑8ECIForm W-8ECI, establishing an exemption from United States backup withholding tax. Unless 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 Company 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 has received forms at the time or other documents satisfactory to it indicating that payments hereunder times prescribed by law and at such time 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 times reasonably requested by an applicable tax treaty, the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as applicableprescribed 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 amounts required to be withheld by Applicable Law from such payments at the applicable statutory ratepayment. 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 3.11 2.20 or Section 3.8(c2.17(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 and Borrower, with a copy to the Administrative Agent Agent, as applicable, 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 Borrower, 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 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 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 Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 3.11 5.11 or Section 3.8(c5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(e5.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AcceptanceAcceptance 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 Company and Borrower, with a copy to the Administrative Agent Agent, as applicable, two Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or W‑8ECIForm 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 Borrower, 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) 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 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 W‑8ECIForm W-8ECI, establishing an exemption from United States backup withholding tax. Unless 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 Company 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 has received forms at the time or other documents satisfactory to it indicating that payments hereunder times prescribed by law and at such time 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 times reasonably requested by an applicable tax treaty, the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as applicableprescribed 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 amounts required to be withheld by Applicable Law from such payments at the applicable statutory ratepayment. 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 3.11 2.20 or Section 3.8(c2.17(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 Company and Borrower, with a copy to the Administrative Agent two Agent, 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 Borrower, certifying in the case of a Form W-9, Form W-8ECI or 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 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. 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 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 any additional amounts amount to any non-U.S. Lender or the Administrative Agent under Section 3.11 or Section 3.8(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 3.11(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) if such additional amounts 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 the extent required by Applicable Law law to reduce or eliminate withholding or payment of taxes or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent Payee shall deliver to the Company and GEO, 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 AcceptanceAssumption, 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 Company and GEO, with a copy to the Administrative Agent Agent, as applicable, two Form W-9Forms X-0, Form W-8BEN Xxxxx X-0XXX or W‑8ECIForms 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 BorrowerGEO, 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 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 Borrower 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. Unless (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of 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 rateCode. 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 3.11 or Section 3.8(c), (i) 2.15 if such Lender or the Administrative Agent Payee fails to comply with the requirements of this Section 3.11(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 or (ii) 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 (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional amounts are documentation reasonably requested by GEO or the result of Administrative Agent as may be necessary for either 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 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and 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, (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 and Borrowers, with a copy to the Administrative Agent Agent, as applicable, 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 BorrowerBorrowers, 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 Borrower 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-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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company Borrower and Guarantors, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 Company Borrower and Guarantors, with a copy to the Administrative Agent two Agent, 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 BorrowerBorrower and Guarantors, certifying in the case of a Form W-9, Form W-8BEN 1001 or W-8ECI (or successor forms) or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) 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 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. 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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 or reasonably requested by the Company Borrower or the Administrative Agent, each Lender and the Administrative Agent shall deliver to the Company Borrower and the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 and the Administrative Agent 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 Borrower, 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 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. Unless the Company Borrower 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 Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) if such additional amounts are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicable.. (f) If the Administrative Agent or a Lender determines, in good faith, that it has received a refund from the relevant Governmental Authority of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.11, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.11 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section 3.11 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes not expressly required to be made available hereunder which it reasonably deems confidential) to the Borrower or any other Person. (g)

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on or before the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 and Borrower, with a copy to the Administrative Agent Agent, as applicable, 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 Borrower, 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 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 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 Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under this Section 3.11 5.11 or Section 3.8(c5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(e5.11(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) if such additional amounts that are the 44 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 and Borrower, with a copy to the Administrative Agent 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 Borrower, 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 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‑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 Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 3.11 4.11 or Section 3.8(c4.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 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 and Borrower, with a copy to the Administrative Agent Agent, as applicable, 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 Borrower, certifying in the case of a Form W-9X-0, 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) 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 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‑8ECIW-8ECI, establishing an exemption from United States backup withholding tax. Unless In the Company or the Administrative Agent has received forms or other documents satisfactory event any such Lender fails to it indicating that payments hereunder or under deliver 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 treatyform, 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 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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AcceptanceAcceptance 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 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 and Borrower, with a copy to the Administrative Agent Agent, as applicable, 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 Borrower, 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 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 Each Foreign Lender further agrees to provide, promptly upon 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, reasonable demand of the Borrower or the Administrative Agent 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 applicablesuch term is defined in §1471(d)(4) may withhold amounts required to be withheld by Applicable Law from of the Code) or §1472(b), if such payments at Foreign Lender is a non-financial foreign entity (as such term is defined in §1472(d) of the applicable statutory rateCode). 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 3.11 2.20 or Section 3.8(c2.17(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 Company and Borrower, with a copy to the Administrative Agent two Agent, 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 Borrower, certifying in the case of a Form W-9, Form W-8ECI or 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 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. 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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AcceptanceAcceptance 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 Company and Borrower, with a copy to the Administrative Agent two Agent, 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 Borrower, certifying in the case of a Form W-9, Form W-8BEN 1001 or W-8ECI (or successor forms) or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) 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 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. Unless Any Lender that fails to provide such certificates or forms (claiming exemption from the Company or the Administrative Agent has received forms or other documents satisfactory to applicable tax) that 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 is 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 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 3.11 or Section 3.8(c)4.10 (a) hereof, (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AcceptanceAcceptance 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 Company and Borrower, with a copy to the Administrative Agent two Agent, 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 Borrower, certifying in the case of a Form W-9, Form W-8BEN 1001 or W-8ECI (or successor forms) or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) 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 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. Unless Any Lender that fails to provide such certificates or forms (claiming exemption from the Company or the Administrative Agent has received forms or other documents satisfactory to applicable tax) that 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 is 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 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 3.11 or Section 3.8(c)3.10(a) hereof, (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 and Borrower with a copy to the Administrative Agent Agent, as applicable, 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 Borrower, Borrower 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 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 Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 3.11 4.13 or Section 3.8(c4.10(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agenttaxes, 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 Company and Borrower, with a copy to the Administrative Agent, on the Amendment and Restatement Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 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 Company and Borrower, with a copy to the Administrative Agent Agent, as applicable, 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 Borrower, 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 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 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 Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 3.11 5.11 or Section 3.8(c5.8(c), (i) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(e5.11(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) if 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on or before the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 and Borrower, with a copy to the Administrative Agent Agent, as applicable, 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 Borrower, 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 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 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 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 3.11 5.11 or Section 3.8(c5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(e5.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 Company and Borrower, with a copy to the Administrative Agent Agent, as applicable, two Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or W‑8ECIForm 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 Borrower, 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) 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 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 W‑8ECIForm W-8ECI, establishing an exemption from United States backup withholding tax. Unless 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 Company 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 has received forms at the time or other documents satisfactory to it indicating that payments hereunder times prescribed by law and at such time 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 times reasonably requested by an applicable tax treaty, the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as applicableprescribed 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 amounts required to be withheld by Applicable Law from such payments at the applicable statutory ratepayment. 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 3.11 2.20 or Section 3.8(c2.17(d), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 and Borrower, with a copy to the Administrative Agent Agent, as applicable, 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 Borrower, 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 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 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 Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 3.11 5.11 or Section 3.8(c5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(e5.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on or before the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 and Borrower, with a copy to the Administrative Agent Agent, as applicable, 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 Borrower, 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 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 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 Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 3.11 5.11 or Section 3.8(c5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(e5.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 and Borrower, with a copy to the Administrative Agent Agent, as applicable, two Form W-9Forms W-0, Form W-8BEN Xxxxx X-0XXX 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 Borrower, 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 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 Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 or reasonably requested by the Company or the Administrative Agenttaxes, 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 Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 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 Company and Borrower, with a copy to the Administrative Agent Agent, as applicable, 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 Borrower, 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 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 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 Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under this Section 3.11 5.13 or Section 3.8(c5.10(c), (i) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) if 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 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and 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, (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 Company and Borrowers, with a copy to the Administrative Agent two Form W-9Agent, 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 BorrowerBorrowers, 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) 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 Borrower 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. 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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 and Borrower, with a copy to the Administrative Agent Agent, as applicable, 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 Borrower, 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 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 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 Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 3.11 or Section 3.8(c)5.11, (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(e5.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and Borrowers, with a copy to the Administrative Agent, on or prior to the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 Company and Borrowers, with a copy to the Administrative Agent two Form W-9Agent, 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 BorrowerBorrowers, 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 Borrower 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. 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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 or reasonably requested by the Company Borrower or the Administrative Agent, each Lender and the Administrative Agent shall deliver to the Company Borrower and the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 and the Administrative Agent 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 Borrower, 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 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. Unless the Company Borrower 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 Borrower shall not be required to pay additional amounts to any Lender or the Administrative Agent under Section 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and 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, (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 Company and Borrowers, with a copy to the Administrative Agent two Form W-9Agent, 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 BorrowerBorrowers, 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 Borrower 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. 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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and 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, (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 and Borrowers, with a copy to the Administrative Agent Agent, as applicable, 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 BorrowerBorrowers, 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 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 Borrower 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-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 3.11 or Section 3.8(c)5.11, (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(e5.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agenttaxes, 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 Company Domestic 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 Acceptance, 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 Domestic Borrower, on behalf of itself and the Canadian Borrower, with a copy to the Administrative Agent Agent, as applicable, 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 Domestic 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) 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 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 Borrower 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‑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 this Section 3.11 5.14 or Section 3.8(c5.11(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 Company and Borrower, with a copy to the Administrative Agent two Agent, 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 Borrower, certifying in the case of a Form W-9, Form W-8ECI or 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 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. 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 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 any additional amounts amount to any non-U.S. Lender or the Administrative Agent under Section 3.11 or Section 3.8(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 3.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company Borrower and Guarantors, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 Borrower and Guarantors, with a copy to the Administrative Agent two Form W-9Agent, a 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 BorrowerBorrower and Guarantors, 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) 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 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‑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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 Company and Borrower, with a copy to the Administrative Agent Agent, as applicable, two Form W-9, Form W-8BEN W-8BEN, Form W-8BEN-E or W‑8ECIForm 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 Borrower, 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) 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 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 W‑8ECIForm W-8ECI, establishing an exemption from United States backup withholding tax. Unless 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 Company 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 has received forms at the time or other documents satisfactory to it indicating that payments hereunder times prescribed by law and at such time 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 times reasonably requested by an applicable tax treaty, the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as applicableprescribed 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 amounts required to be withheld by Applicable Law from such payments at the applicable statutory ratepayment. 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 3.11 2.20 or Section 3.8(c2.17(d), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) if such additional amounts 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 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 Company and Borrower, with a copy to the Administrative Agent two Agent, a Form X-0 XXX, 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 Borrower, certifying in the case of a Form W-9X-0 XXX, Form W-8BEN X-0 ECI or W-8ECI (or successor forms) or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) 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 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. Unless the Company or Each Bank shall promptly notify 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, and the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate or form to the Administrative Agent (as applicable) may withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rateBorrower. Notwithstanding anything in any Loan Document to other provision of this Section 2.12A(e), any Bank organized under the contrary, laws of a jurisdiction other than the Borrowers 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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) if such additional amounts are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as applicabledeliver.

Delivery of Tax Forms. To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes or reasonably requested by the Company or the Administrative Agent, each Each Foreign Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 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 Company and Borrower, with a copy to the Administrative Agent two Form W-9Agent, 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 Borrower, 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 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 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. 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 3.11 or Section 3.8(cf), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 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 or reasonably requested by the Company or the Administrative Agent, each Lender and the Administrative Agent any state thereof shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Effective Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 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 and Borrower, with a copy to the Administrative Agent two Agent, a Form W-9, Form W-8BEN W‑8BEN‑E 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 Borrower, certifying in the case of a Form W-9, Form W-8BEN W-8BEN‑E 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 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‑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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 or reasonably requested by the Company or the Administrative Agenttaxes, 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 Company Domestic 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 Acceptance, 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 Domestic Borrower, on behalf of itself and the Canadian Borrower, with a copy to the Administrative Agent Agent, as applicable, 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 Domestic 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) 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 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 Borrower 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‑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 this Section 3.11 5.14 or Section 3.8(c5.11(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) if such additional amounts 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 or reasonably requested by the Company or the Administrative Agent, each Each Foreign Lender and the Administrative Agent shall deliver to the Company and Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, 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 Company and Borrower, with a copy to the Administrative Agent two Agent, 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 Borrower, certifying in the case of a Form W-9, Form W-8BEN W-8 ECI or W-8ECI (or successor forms) or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) 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 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. 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 3.11 or Section 3.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(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) 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 or reasonably requested by the Company or the Administrative Agenttaxes, each Lender and the Administrative Agent shall deliver to the Company and Company, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and AcceptanceAssumption, 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 and Company, with a copy to the Administrative Agent Agent, as applicable, 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 BorrowerCompany, 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 Borrower 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‑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 3.11 5.11 or Section 3.8(c5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the requirements of this Section 3.11(e5.11(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) if such additional amounts that are the result of such Lender’s 's or the Administrative Agent’s 's gross negligence or willful misconduct, as applicable.