Common use of Status of Affected Persons Clause in Contracts

Status of Affected Persons. (i) Any Affected Person that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Affected Person, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Affected Person is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if, in the Affected Person’s reasonable judgment, such completion, execution or submission would subject such Affected Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Affected Person. (ii) Without limiting the generality of the foregoing: (A) an Affected Person that is a U.S. Person shall deliver to the Borrower and the Administrative Agent from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed originals of Internal Revenue Service Form W-9 certifying that such Affected Person is exempt from U.S. federal backup withholding tax; (B) any Affected Person that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Affected Person) from time to time upon the reasonable request of the Borrower or the Administrative Agent, whichever of the following is applicable: (1) in the case of such an Affected Person claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 48762333169 19631658 762333169 19631658 (2) executed originals of Internal Revenue Service Form W-8ECI; (3) in the case of such an Affected Person claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Affected Person is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable; or (4) to the extent such Affected Person is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if such Affected Person is a partnership and one or more direct or indirect partners of such Affected Person are claiming the portfolio interest exemption, such Affected Person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; and (C) any Affected Person that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. (g)

Status of Affected Persons. (i) Any Affected Person that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Transaction Document shall deliver to the Borrower and the Administrative each Withholding Agent, at the time or times reasonably requested by the Borrower or the Administrative such Withholding Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any Affected PersonPerson receiving any payment under any Transaction Document, if reasonably requested by the Borrower or the Administrative any Withholding Agent, shall deliver such other documentation prescribed by Applicable Law law or reasonably requested by the Borrower or the Administrative such Withholding Agent as will enable the Borrower or the Administrative such Withholding Agent to determine whether or not such Affected Person is subject to any withholding (including backup withholding withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.03(f)(ii)(A), 5.03(f)(ii)(Bclauses (A) and 5.03(g)through (E) of paragraph (f)(ii) below) shall not be required if, if in the such Affected Person’s reasonable judgment, judgment such completion, execution or submission would subject such Affected Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Affected Person. Upon the reasonable request of any Withholding Agent, an Affected Person shall update any form or certification previously delivered pursuant to this Section 4.03(f). If any form or certification previously delivered pursuant to this Section 4.03(f) expires or becomes obsolete or inaccurate in any respect with respect to any Affected Person, such Affected Person shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. Notwithstanding any other provision of this paragraph, a Withholding Agent shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver. (ii) Without limiting the generality of the foregoing: (A) an , each Affected Person that is a U.S. Person shall deliver to the Borrower and the Administrative Agent from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed originals of Internal Revenue Service Form W-9 certifying that such Affected Person is exempt from U.S. federal backup withholding tax; (B) receiving any Affected Person that is not a U.S. Person payment under any Transaction Document shall, to the extent if it is legally entitled eligible to do so, deliver to the Borrower and the Administrative each Withholding Agent (in such number of copies as shall be is reasonably requested by such Withholding Agent) on or prior to the date on which such Affected Person) from time Person becomes a party hereto (or if not a party hereto, on or prior to time upon the reasonable request date on which it would, contingently or otherwise, become entitled to any payments hereunder), duly completed and executed copies of the Borrower or the Administrative Agent, whichever of the following is applicable: (1A) in the case of such an Affected Person receiving a payment under any Transaction Document that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax; (B) in the case of an Affected Person receiving a payment under any Transaction Document, other than a U.S. Person, that is claiming the benefits of an income tax treaty to which the United States of America is a party, party (x1) with respect to payments of interest under any Transaction Documentthis Agreement, executed originals of Internal Revenue Service IRS Form W-8BEN (or Internal Revenue Service IRS Form W-8BEN-E, as applicable, ) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y2) with respect to any other applicable payments under any Transaction Documentthis Agreement, Internal Revenue Service IRS Form W-8BEN (or Internal Revenue Service IRS Form W-8BEN-E, as applicable, ) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 48762333169 19631658 762333169 19631658 (2) executed originals of Internal Revenue Service Form W-8ECI; (3C) in the case of such an Affected Person receiving a payment under any Transaction Document, other than a U.S. Person, for whom payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States of America, IRS Form W-8ECI; (D) in the case of an Affected Person receiving a payment under any Transaction Document, other than a U.S. Person, claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, both (x1) IRS Form W‑8BEN (or IRS Form W-8BEN-E, as applicable) and (2) a certificate to the effect that such Affected Person is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, Code or (z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (each, a “U.S. Tax Compliance Certificate”); (E) and (y) executed originals in the case of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable; or (4) to the extent such an Affected Person receiving a payment under any Transaction Document, other than a U.S. Person, that is not the beneficial ownerowner of payments made under this Agreement (including a partnership or a participating Lender), executed originals (1) an IRS Form W-8IMY on behalf of Internal Revenue Service Form W-8IMYitself and (2) the relevant forms prescribed in clauses (A), accompanied by Internal Revenue Service Form W-8ECI(B), Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E(C), as applicable, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner, as applicablepartner of such partnership or participant if such beneficial owner, partner or participant were a Lender; provided that, that if such Affected Person Lender is a partnership and one or more direct or indirect of its partners of such Affected Person are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, such Affected Person Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partnerpartners; and or (CF) any Affected Person that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed originals of any other form prescribed by Applicable Law law as a basis for claiming exemption from from, or a reduction in of, U.S. federal Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. (g)together

Status of Affected Persons. (i) Any Affected Person that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Affected Person, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Affected Person is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if, in the Affected Person’s reasonable judgment, such completion, execution or submission would subject such Affected Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Affected Person. (ii) Without limiting the generality of the foregoing: (A) an any Affected Person that is a U.S. Person “United States Person” within the meaning of Section 7701(a)(30) of the Code, and not an exempt recipient described in Section 6049(b)(4) of the Code, shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Affected Person would, contingently or otherwise, become entitled to payments hereunder, and from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by Applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Affected Person is exempt from U.S. federal withholding Tax (including backup withholding taxTax) along with such other information reasonably requested by the Borrower or the Administrative Agent as is required to meet their U.S. federal information reporting requirements; (B) any Affected Person that is not organized under the laws of a U.S. Person shall, jurisdiction other than the United States (including each State thereof and the District of Columbia) (a “Foreign Affected Person”) that is entitled under the Code or any applicable treaty to the extent it is legally entitled an exemption from or reduction of withholding tax with respect to do so, payments hereunder shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be reasonably requested by the Borrower or the Administrative Agent) on or prior to the date on which such Foreign Affected Person) Person becomes an Affected Person with respect to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent, but only if such Foreign Affected Person is legally entitled to do so), whichever of the following is applicable: (1) in the case of such an a Foreign Affected Person claiming the benefits -42- of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, E (or successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, E (or successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 48762333169 19631658 762333169 19631658 (2) in the case of a Foreign Affected Person claiming that its extension of credit will generate U.S. effectively connected income, executed originals of Internal Revenue Service Form W-8ECI; (3) in the case of such an a Foreign Affected Person claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Affected Person is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicableE (or successor form); or (4) to the extent such Foreign Affected Person is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicableE (or successor form), a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if such Foreign Affected Person is a partnership and one or more direct or indirect partners of such Foreign Affected Person are claiming the portfolio interest exemption, such Foreign Affected Person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; and (C) any Foreign Affected Person that is not a U.S. Person shallPerson, to the extent it is legally entitled to do so, shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), on or prior to the date on which such Foreign Affected Person would, contingently or otherwise, become entitled to payments hereunder, and from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. (g).

Status of Affected Persons. (i) Any Affected Person that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Transaction Document shall deliver to the Borrower and the Administrative each Withholding Agent, on or prior to the Amendment Date and (so long as it remains eligible to do so) at the time or times reasonably requested by the Borrower or the Administrative such Withholding Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any Affected PersonPerson receiving any payment under any Transaction Document, if reasonably requested by the Borrower or the Administrative any Withholding Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative such Withholding Agent as will enable the Borrower or the Administrative such Withholding Agent to determine whether or not such Affected Person is subject to any backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.03(f)(ii)(A), 5.03(f)(ii)(Bclauses (A) and 5.03(g)through (E) of this paragraph (g)(ii) below) shall not be required if, if in the such Affected Person’s 's reasonable judgment, judgment such completion, execution or submission would subject such Affected Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Affected Person. (ii) Without limiting the generality of the foregoing: (A) an Affected Person that is a U.S. Person shall deliver to the Borrower and the Administrative Agent from time to time upon Upon the reasonable request of the Borrower or the Administrative any Withholding Agent, executed originals of Internal Revenue Service Form W-9 certifying that such Affected Person is exempt from U.S. federal backup withholding tax; (B) any Affected Person that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Affected Person) from time to time upon the reasonable request of the Borrower or the Administrative Agent, whichever of the following is applicable: (1) in the case of such an Affected Person claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under shall update any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN form or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax certification previously delivered pursuant to the “interest” article of such tax treaty and (ythis Section 12.04(f ). If any form or certification previously delivered pursuant to this Section 12.04(f ) expires or becomes obsolete or inaccurate in any respect with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 48762333169 19631658 762333169 19631658 (2) executed originals of Internal Revenue Service Form W-8ECI; (3) in the case of such an Affected Person claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Affected Person is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable; or (4) to the extent such Affected Person is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if such Affected Person is a partnership and one or more direct or indirect partners of such Affected Person are claiming the portfolio interest exemptionPerson, such Affected Person may provide a U.S. Tax Compliance Certificate on behalf shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of each such direct expiration, obsolescence or inaccuracy and indirect partner; and (C) any Affected Person that is not a U.S. Person shall, to update the extent form or certification if it is legally entitled eligible to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed originals of . Notwithstanding any other form prescribed by Applicable Law as provision of this paragraph, a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may Withholding Agent shall not be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be madedeliver any form pursuant to this paragraph that it is not legally able to deliver. (g)98 70 Redline 84

Status of Affected Persons. (ig) Any Affected Person that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Transaction Document shall deliver to the Borrower and the Administrative each Withholding Agent, on or prior to the Amendment Date and (so long as it remains eligible to do so) at the time or times reasonably requested by the Borrower or the Administrative such Withholding Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any Affected PersonPerson receiving any payment under any Transaction Document, if reasonably requested by the Borrower or the Administrative any Withholding Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative such Withholding Agent as will enable the Borrower or the Administrative such Withholding Agent to determine whether or not such Affected Person is subject to any backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.03(f)(ii)(A), 5.03(f)(ii)(Bclauses (A) and 5.03(g)through (E) of this paragraph (g)(ii) below) shall not be required if, if in the such Affected Person’s 's reasonable judgment, judgment such completion, execution or submission would subject such Affected Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Affected Person. (ii) Without limiting the generality of the foregoing: (A) an Affected Person that is a U.S. Person shall deliver to the Borrower and the Administrative Agent from time to time upon Upon the reasonable request of the Borrower or the Administrative any Withholding Agent, executed originals of Internal Revenue Service Form W-9 certifying that such Affected Person is exempt from U.S. federal backup withholding tax; (B) any Affected Person that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Affected Person) from time to time upon the reasonable request of the Borrower or the Administrative Agent, whichever of the following is applicable: (1) in the case of such an Affected Person claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under shall update any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN form or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax certification previously delivered pursuant to the “interest” article of such tax treaty and (ythis Section 12.04(f). If any form or certification previously delivered pursuant to this Section 12.04(f) expires or becomes obsolete or inaccurate in any respect with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 48762333169 19631658 762333169 19631658 (2) executed originals of Internal Revenue Service Form W-8ECI; (3) in the case of such an Affected Person claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Affected Person is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable; or (4) to the extent such Affected Person is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if such Affected Person is a partnership and one or more direct or indirect partners of such Affected Person are claiming the portfolio interest exemptionPerson, such Affected Person may provide a U.S. Tax Compliance Certificate on behalf shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of each such direct expiration, obsolescence or inaccuracy and indirect partner; and (C) any Affected Person that is not a U.S. Person shall, to update the extent form or certification if it is legally entitled eligible to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed originals of . Notwithstanding any other form prescribed by Applicable Law as provision of this paragraph, a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may Withholding Agent shall not be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. (g)deliver any form pursuant to this paragraph that it is not legally able to deliver.

Status of Affected Persons. (i) Any Affected Person that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Transaction Document shall deliver to the Borrower and the Administrative each Withholding Agent, at the time or times reasonably requested by the Borrower or the Administrative such Withholding Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative such Withholding Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any Affected PersonPerson receiving any payment under any Transaction Document, if reasonably requested by the Borrower or the Administrative any Withholding Agent, shall deliver such other documentation prescribed by Applicable Law law or reasonably requested by the Borrower or the Administrative such Withholding Agent as will enable the Borrower or the Administrative such Withholding Agent to determine whether or not such Affected Person is subject to any withholding (including backup withholding withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.03(f)(ii)(A), 5.03(f)(ii)(Bclauses (A) and 5.03(g)through (E) of paragraph (f)(ii) below) shall not be required if, if in the such Affected Person’s reasonable judgment, judgment such completion, execution or submission would subject such Affected Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Affected Person. (ii) Without limiting the generality of the foregoing: (A) an Affected Person that is a U.S. Person shall deliver to the Borrower and the Administrative Agent from time to time upon Upon the reasonable request of the Borrower or the Administrative any Withholding Agent, executed originals of Internal Revenue Service Form W-9 certifying that such Affected Person is exempt from U.S. federal backup withholding tax; (B) any Affected Person that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Affected Person) from time to time upon the reasonable request of the Borrower or the Administrative Agent, whichever of the following is applicable: (1) in the case of such an Affected Person claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under shall update any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN form or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax certification previously delivered pursuant to the “interest” article of such tax treaty and (ythis Section 4.03(f). If any form or certification previously delivered pursuant to this Section 4.03(f) expires or becomes obsolete or inaccurate in any respect with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 48762333169 19631658 762333169 19631658 (2) executed originals of Internal Revenue Service Form W-8ECI; (3) in the case of such an Affected Person claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Affected Person is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable; or (4) to the extent such Affected Person is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if such Affected Person is a partnership and one or more direct or indirect partners of such Affected Person are claiming the portfolio interest exemptionPerson, such Affected Person may provide a U.S. Tax Compliance Certificate on behalf shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify each Withholding Agent in writing of each such direct expiration, obsolescence or inaccuracy and indirect partner; and (C) any Affected Person that is not a U.S. Person shall, to update the extent form or certification if it is legally entitled eligible to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed originals of . Notwithstanding any other form prescribed by Applicable Law as provision of this paragraph, a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may Withholding Agent shall not be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. (g)deliver any form pursuant to this paragraph that it is not legally able to deliver.