Common use of Status of Banks Clause in Contracts

Status of Banks. (i) Any Bank that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under this Agreement or any Related Document shall deliver to the Applicant and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Bank, if requested by the Applicant or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Applicant or the Administrative Agent as will enable the Applicant or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii) and (iii) below) shall not be required if in the Bank’s judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (i) Without limiting the generality of the foregoing, if the Applicant is a U.S. Person, any Bank with respect to such Applicant shall, if it is legally eligible to do so, deliver to such Applicant and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party hereto, duly completed and executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Document, IRS Form W-8BEN 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 this Agreement or any Related Document, IRS Form W-8BEN 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; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) to the effect that such Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant within the meaning of Section 881(c)(3)(B) of the Code (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected; (5) in the case of a Non-U.S. Bank that is not the beneficial owner of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf of itself and (y) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bank; provided, however, that if the Bank is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Bank may provide a U.S. Tax Certificate on behalf of such partners; or (6) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Applicant or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld. (ii) If a payment made to a Bank under this Agreement or any Related Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Credit Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii11.1(g) (ii)(A), (ii)(B) and (iiiii)(D) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly ; (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if the Applicant (A) any Bank that is a U.S. Person, any Bank with respect to such Applicant shall, if it is legally eligible to do so, Person shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; ; (2B) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Credit Document, executed copies of IRS Form W-8BEN or IRS 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 this Agreement or any Related Credit Document, IRS Form W-8BEN or IRS 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; ; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) F-1 to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or (4) to the extent a trade or business in the United States with which the relevant interest payments are effectively connected; (5) in the case of a Non-U.S. Foreign Bank that is not the beneficial owner owner, executed copies of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)Exhibit F-2 or Exhibit F-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such partnersdirect and indirect partner; or (6C) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld. made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Credit Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made hereunder or under any payments under this Agreement or any Related other Loan Document shall deliver to the Applicant and Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by law or reasonably requested by the Applicant Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrowers or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if requested by the Applicant Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Law or reasonably requested by the Applicant Borrowers or the Administrative Agent as will enable the Applicant Borrowers or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii5.8.6(ii)(a), (ii)(b) and (iiiii)(d) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that any Borrower is resident for tax purposes in the United States of America: (a) any Bank that is a U.S. Person, any Bank with respect to such Applicant shall, if it is legally eligible to do so, Person shall deliver to such Applicant the Borrowers and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank hereunder (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), duly completed and properly executed copies of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax; (b) any Foreign Bank, to the extent it is legally entitled to do so, shall deliver to the Borrowers 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States of America is a party party, (xA) with respect to payments of interest under this Agreement or any Related Loan Document, executed copies of IRS Form W-8BEN or 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 (yB) with respect to any other applicable payments payment under this Agreement or any Related Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or a reduction of, U.S. Federal federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) duly completed and executed copies of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (yA) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”5.8.6(A) to the effect that such Foreign Bank is not (ai) a “bank” within the meaning of Section section 881(c)(3)(A) of the Code, (bii) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section section 881(c)(3)(B) of the Code Code, or (ciii) a “controlled foreign corporation” described in Section section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dB) conducting a trade duly completed and executed copies of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E, as applicable, or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, properly executed copies of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of itself and (yExhibit 5.8.6(B) the relevant forms prescribed in clauses (Aor Exhibit 5.8.6(C), (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 5.8.6(D) on behalf of each such partners; ordirect and indirect partner; (6c) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to the Borrowers 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed copies of any other form prescribed by law applicable Law as a basis for claiming exemption from, from or a reduction ofin U.S. federal withholding Tax, U.S. Federal withholding Tax duly completed, together with such supplementary documentation necessary as may be prescribed by applicable Law to enable permit the Applicant Borrowers or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iid) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrowers or the Administrative Agent such documentation prescribed by applicable law Law (including as prescribed by Section 1471(b)(3)(C)(i1471(b)(3)(c)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrowers or the Administrative Agent as may be necessary for the Withholding Borrowers and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Foreign Bank that is entitled to an exemption fromfrom or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or reduction ofany treaty to which such jurisdiction is a party, any applicable withholding Tax with respect to payments hereunder or under any payments under this Agreement or any Related other Loan Document shall deliver to the Applicant and Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Applicant or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii) and (iii) below) shall not be required if in the Bank’s judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (i) Without limiting the generality of the foregoing, if the Applicant Borrower is a U.S. Personresident for tax purposes in the United States, any Foreign Bank with respect to such Applicant shall, if it is legally eligible to do so, shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably as shall be requested by such Applicant and the Administrative Agentrecipient) on or prior to the date on which such Foreign Bank becomes a party heretoBank under this Credit Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, duly completed and executed copies of but only if such Foreign Bank is legally entitled to do so), whichever of the following is applicable: (1i) in the case duly completed copies of a Bank that is a U.S. Person, IRS Internal Revenue Service Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Bank W-8BEN claiming the eligibility for benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Document, IRS Form W-8BEN 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 this Agreement or any Related Document, IRS Form W-8BEN 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;party, (3ii) duly completed copies of Internal Revenue Service Form W-8ECI, (iii) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (yA) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) to the effect that such Foreign Bank is not (a1) a “bank” within the meaning of Section section 881(c)(3)(A) of the Code, (b2) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section section 881(c)(3)(B) of the Code Code, or (c3) a “controlled foreign corporation” described in Section section 881(c)(3)(C) of the Code and (dB) conducting a trade or business in the United States with which the relevant interest payments are effectively connected; (5) in the case duly completed copies of a Non-U.S. Bank that is not the beneficial owner of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Internal Revenue Service Form W-8IMY on behalf of itself and (y) the relevant forms prescribed in clauses (A)W-8BEN, (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bank; provided, however, that if the Bank is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Bank may provide a U.S. Tax Certificate on behalf of such partners; or (6iv) any other form prescribed by applicable law as a basis for claiming exemption from, from or a reduction of, U.S. in United States Federal withholding Tax tax duly completed together with such supplementary documentation necessary to enable the Applicant or the Administrative Agent to determine the amount of Tax (if any) required by law to as may be withheld. (ii) If a payment made to a Bank under this Agreement or any Related Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of to permit the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Bank has complied with such Bank’s obligations under FATCA or Borrower to determine the amount withholding or deduction required to deduct and withhold from such paymentbe made.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii10.13(f)(ii)(A),(B) and (iiiD) below) shall not be required if in the applicable Bank’s 's reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that the Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party hereto, duly completed Bank under this Agreement (and executed copies of whichever from time to time thereafter upon the reasonable request of the following is applicable: (1) in Borrower or the case Administrative Agent), an executed copy of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2B) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, an executed copy of IRS Form W-8BEN or Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"interest” " article of such tax treaty and (y) with respect to any other applicable payments under this Agreement or any Related Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"business profits” " or “"other income” " article of such tax treaty; (2) in the case of a Foreign Bank claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) EXHIBIT K-1 to the effect that such Foreign Bank is not (a) a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code, (b) a “"10 percent shareholder” " of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “"controlled foreign corporation” described in " within the meaning of Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (dy) conducting a trade an executed copy of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, an executed copy of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)EXHIBIT K-2 or EXHIBIT K-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of EXHIBIT K-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter 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, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s 's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii2.14(f)(ii)(A), (B) and (iiiD) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that the Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed executed originals of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and executed 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 Lender becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Bank Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, executed originals of IRS Form W-8BEN 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 this Agreement or any Related Loan Document, IRS Form W-8BEN 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; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Bank Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) E-1 to the effect that such Bank Foreign Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;executed originals of IRS Form W-8BEN; or (54) in to the case of extent a Non-U.S. Bank that Foreign Lender is not the beneficial owner owner, executed originals of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)Exhibit E-2 or Exhibit E-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Bank Foreign Lender is a partnership and one or more direct or indirect partners of its partners such Foreign Lender are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Bank Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Lender 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) on or prior to the date on which such Foreign Lender becomes a Bank under this Agreement (and from time to time thereafter 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, from or a reduction ofin U.S. federal withholding Tax, U.S. Federal withholding Tax duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii10.13(f)(ii)(A),(B) and (iiiD) below) shall not be required if in the applicable Bank’s 's reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that the Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party hereto, duly completed Bank under this Agreement (and executed copies of whichever from time to time thereafter upon the reasonable request of the following is applicable: (1) in Borrower or the case Administrative Agent), executed originals of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2B) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, executed originals of IRS Form W-8BEN or Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"interest” " article of such tax treaty and (y) with respect to any other applicable payments under this Agreement or any Related Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"business profits” " or “"other income” " article of such tax treaty; (2) in the case of a Foreign Bank claiming that its extension of credit will generate U.S. effectively connected income, executed originals of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) EXHIBIT K-1 to the effect that such Foreign Bank is not (a) a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code, (b) a “"10 percent shareholder” " of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “"controlled foreign corporation” described in " within the meaning of Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (dy) conducting a trade executed originals of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, executed originals of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)EXHIBIT K-2 or EXHIBIT K-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of EXHIBIT K-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter 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, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s 's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii3.02(f)(ii)(A), (ii)(B) and (iiiii)(D) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if the Applicant . (A) any Bank that is a U.S. Person, any Bank with respect to such Applicant shall, if it is legally eligible to do so, Person shall deliver to such Applicant Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Agent), duly completed and executed copies originals of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal federal backup withholding tax; (2B) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Agent), whichever of the following is applicable: (i) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, executed originals of IRS Form W-8BEN 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 this Agreement or any Related Loan Document, IRS Form W-8BEN 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; (3ii) executed originals of IRS Form W-8ECI; (iii) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;executed originals of IRS Form W-8BEN; or (5iv) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, executed originals of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf of itself and (y) the relevant forms prescribed in clauses (A)W-8IMY, (B)accompanied by IRS Form W-8ECI, (C)IRS Form W-8BEN, (D) and (F) of this paragraph (f)(ii) that would be required of a U.S. Tax Compliance Certificate acceptable to Borrower, IRS Form W-9, and/or other certification documents from each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankowner, as applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from, from or a reduction ofin U.S. federal withholding Tax, U.S. Federal withholding Tax duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable the Applicant permit Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to Borrower and the Withholding Agent, Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Withholding Agent, Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or the Withholding Agent as may be necessary for Borrower and the Withholding Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and the Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made hereunder or under any payments under this Agreement or any Related other Loan Document shall deliver to the Applicant and Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by law or reasonably requested by the Applicant Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrowers or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if requested by the Applicant Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Law or reasonably requested by the Applicant Borrowers or the Administrative Agent as will enable the Applicant Borrowers or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii5.8.6(ii)(a), (ii)(b) and (iiiii)(d) below) shall not be required if in the Bank’s 's reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that any Borrower is resident for tax purposes in the United States of America: (a) any Bank that is a U.S. Person, any Bank with respect to such Applicant shall, if it is legally eligible to do so, Person shall deliver to such Applicant the Borrowers and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank hereunder (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), duly completed and properly executed copies of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax; (b) any Foreign Bank, to the extent it is legally entitled to do so, shall deliver to the Borrowers 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States of America is a party party, (xA) with respect to payments of interest under this Agreement or any Related Loan Document, executed copies of IRS Form W-8BEN or 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 (yB) with respect to any other applicable payments payment under this Agreement or any Related Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or a reduction of, U.S. Federal federal withholding Tax pursuant to the “"business profits” " or “"other income” " article of such tax treaty; (2) duly completed and executed copies of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (yA) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”5.8.6(A) to the effect that such Foreign Bank is not (ai) a “"bank” " within the meaning of Section section 881(c)(3)(A) of the Code, (bii) a “"10 percent shareholder” " of the Applicant Borrower within the meaning of Section section 881(c)(3)(B) of the Code, or (iii) a "controlled foreign corporation" described in section 881(c)(3)(C) of the Code (ca "U.S. Tax Compliance Certificate") a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (dB) conducting a trade duly completed and executed copies of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E, as applicable, or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, properly executed copies of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of itself and (yExhibit 5.8.6(B) the relevant forms prescribed in clauses (Aor Exhibit 5.8.6(C), (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 5.8.6(D) on behalf of each such partners; ordirect and indirect partner; (6c) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to the Borrowers 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed copies of any other form prescribed by law applicable Law as a basis for claiming exemption from, from or a reduction ofin U.S. federal withholding Tax, U.S. Federal withholding Tax duly completed, together with such supplementary documentation necessary as may be prescribed by applicable Law to enable permit the Applicant Borrowers or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iid) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrowers or the Administrative Agent such documentation prescribed by applicable law Law (including as prescribed by Section 1471(b)(3)(C)(i1471(b)(3)(c)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrowers or the Administrative Agent as may be necessary for the Withholding Borrowers and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s 's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), "FATCA" shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii10.13(f)(ii)(A), (B) and (iiiD) below) shall not be required if in the applicable Bank’s 's reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), duly completed and an executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2B) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, an executed IRS Form W-8BEN or Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"interest” " article of such tax treaty and (y) with respect to any other applicable payments under this Agreement or any Related Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"business profits” " or “"other income” " article of such tax treaty; (2) in the case of a Foreign Bank claiming that its extension of credit will generate U.S. effectively connected income, an executed IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) EXHIBIT F-1 to the effect that such Foreign Bank is not (a) a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code, (b) a “"10 percent shareholder” " of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “"controlled foreign corporation” described in " within the meaning of Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (dy) conducting a trade an executed IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) owner, an executed IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)EXHIBIT F-2 or EXHIBIT F-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of EXHIBIT F-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable the Applicant permit Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or Administrative Agent as may be necessary for the Withholding Borrower and Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s 's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii10.13(f)(ii)(A),(B) and (iiiD) below) shall not be required if in the applicable Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that the Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2B) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, executed copies of IRS Form W-8BEN or Form W8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under this Agreement or any Related Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) in the case of a Foreign Bank claiming that its extension of credit will generate U.S. effectively connected income, executed copies of IRS Form W8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) EXHIBIT J-1 to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” described in within the meaning of Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade executed copies of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, executed copies of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)EXHIBIT J-2 or EXHIBIT J-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of EXHIBIT J-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under this Agreement or any Related Document shall deliver to the Applicant and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Bank, if requested by the Applicant or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Applicant or the Administrative Agent as will enable the Applicant or the Administrative Agent to determine whether or not such Bank 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 Section 9.15(f)(ii8.15(f)(ii)(1) and through (iii5) below) shall not be required if in the Bank’s judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f8.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 ten (10) days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if the Applicant is a U.S. Person, any Bank with respect to such Applicant shall, if it is legally eligible to do so, deliver to such Applicant and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party hereto, duly completed and executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Document, IRS Form W-8BEN 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 this Agreement or any Related Document, IRS Form W-8BEN 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; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C C-1, C-2, C-3 or C-4, as applicable (a “U.S. Tax Certificate”) to the effect that such Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant within the meaning of Section 881(c)(3)(B) of the Code Code, (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected; (5) in the case of a Non-U.S. Bank that is not the beneficial owner of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf of itself and (y) the relevant forms prescribed in clauses (A1), (B2), (C3), (D4) and (F5) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bank; provided, however, that if the Bank is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Bank may provide a U.S. Tax Certificate on behalf of such partners; or (6) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Applicant or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld. (iiiii) If a payment made to a Bank under this Agreement or any Related Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Bank has or has not complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 8.15(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Status of Banks. (i) Any Bank that is entitled to an exemption fromfrom or reduction of withholding Tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or reduction ofany treaty to which such jurisdiction is a party, any applicable withholding Tax with respect to payments hereunder or under any payments under this Agreement or any Related other Loan Document shall deliver to the Applicant and Borrower (with a copy to the Administrative Agent), prior to the date on which such Bank becomes a Bank under this Agreement, and at the time or times prescribed by law applicable Law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant or the Administrative Agent applicable Law as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii3.10(e)(1)(i)-(iii) and (iiiSection 3.10(e)(2) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (i) Without limiting the generality of the foregoing, if the Applicant is a U.S. Person, , (1) any Foreign Bank with respect to such Applicant shall, if it is legally eligible to do so, shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably as shall be requested by such Applicant and the Administrative Agentrecipient) on or prior to the date on which such Foreign Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, duly completed and executed copies of but only if such Foreign Bank is legally entitled to do so), whichever of the following is applicable: (1i) in the case duly executed originals of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a NonW-8BEN or IRS Form W- 8BEN-U.S. Bank E claiming the eligibility for benefits of an income tax treaty to which the United States is a party party, (xii) with respect to payments duly executed originals of interest under this Agreement or any Related Document, IRS Form W-8BEN 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 this Agreement or any Related Document, IRS Form W-8BEN 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;W-8ECI, (3iii) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) to the effect that such Foreign Bank is not (aA) a “bank” within the meaning of Section section 881(c)(3)(A) of the Code, (bB) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section section 881(c)(3)(B) of the Code Code, or (cC) a “controlled foreign corporation” described in Section section 881(c)(3)(C) of the Code and (dy) conducting a trade duly executed originals of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;IRS Form W-8BEN-E, (5iv) in the case duly executed originals of a Non-U.S. Bank that is not the beneficial owner of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf of itself and (y) the relevant forms prescribed in clauses (A)W-8IMY, (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bank; provided, however, that if the Bank is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Bank may provide a U.S. Tax Certificate on behalf of such partners; orand (6v) any other form or certificate prescribed by law applicable Law as a basis for claiming exemption from, from or a reduction of, U.S. in United States Federal withholding Tax tax duly completed together with such supplementary documentation necessary as may be prescribed by applicable Law to enable permit the Applicant or the Administrative Agent Borrower to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (ii2) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal United States federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (2), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (3) each Bank that is a “United States person” within the meaning of Section 7701(a)(30) of the Code 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) duly completed originals of IRS Form W-9 (or any successor form) certifying that such Bank is exempt from U.S. backup withholding tax. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any With respect to the Administrative Agent and each Borrower, any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrowers and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant a Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant a Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant a Borrower or the Administrative Agent as will enable the Applicant such Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(iiSections 2.13(f)(ii)(A), (ii)(B) and (iiiii)(C) below) shall not be required if in the such applicable Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if the Applicant a Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant the Borrowers and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party hereto, duly Bank under this Agreement properly completed and executed copies originals of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal federal backup withholding taxTax; (2B) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to the Borrowers 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 Bank becomes a Bank under this Agreement, whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax Tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, properly completed and executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal federal withholding Tax pursuant to the “interest” article of such tax Tax treaty and (y) with respect to any other applicable payments under this Agreement or any Related Loan Document, properly completed and executed originals of IRS Form W-8BEN 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 Tax treaty; ; (2) properly completed and executed originals of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) H-1 to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant any Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting properly completed and executed originals of IRS Form W-8BEN; or (4) to the extent a trade or business in the United States with which the relevant interest payments are effectively connected; (5) in the case of a Non-U.S. Foreign Bank that is not the beneficial owner owner, properly completed and executed originals of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)Exhibit H-2 or H-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such partnersdirect and indirect partner; orand (6C) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Applicant or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld. (ii) If a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrowers and the Administrative Agent at the time or times prescribed by applicable law and at such time or times reasonably requested by a Borrower or the Withholding Agent, Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by a Borrower or the Withholding Administrative Agent as may be necessary for the Withholding Borrowers and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii10.13(f)(ii)(A),(B) and (iiiD) below) shall not be required if in the applicable Bank’s 's reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that the Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party hereto, duly completed Bank under this Agreement (and executed copies of whichever from time to time thereafter upon the reasonable request of the following is applicable: (1) in Borrower or the case Administrative Agent), an executed copy of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2B) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, an executed copy of IRS Form W-8BEN or Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under this Agreement or any Related Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) in the case of a Foreign Bank claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) EXHIBIT H-1 to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” described in within the meaning of Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade an executed copy of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, an executed copy of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)EXHIBIT H-2 or EXHIBIT H-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of EXHIBIT H-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter 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, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s 's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any The Administrative Agent or any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, the Administrative Agent or any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank Recipient is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii8.4(f)(ii)(A), (ii)(B) and (iiiii)(D) below) shall not be required if in the BankRecipient’s reasonable judgment such completion, execution or submission would subject such Bank Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do soRecipient. (iii) Without limiting the generality of the foregoing, if in the Applicant event that the Borrower is a U.S. Person, , (A) the Administrative Agent and any Bank with respect that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which the Administrative Agent becomes the Administrative Agent under this Agreement or such Applicant Bank becomes a Bank under this Agreement, as applicable, (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Administrative Agent or Bank, as applicable is exempt from U.S. federal backup withholding tax; (B) any Foreign Bank shall, if to the extent it is legally eligible entitled to do so, deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably as shall be requested by such Applicant and the Administrative Agentrecipient) on or prior to the date on which such Foreign Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, executed originals of IRS Form W-8BEN (or applicable 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 this Agreement or any Related Loan Document, IRS Form W-8BEN (or applicable 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; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) I-1 to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade executed originals of IRS Form W-8BEN (or business in the United States with which the relevant interest payments are effectively connected;applicable successor form); or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, executed originals of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf of itself and W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN (y) the relevant forms prescribed in clauses (Aor applicable successor form), (B)a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, (C)IRS Form W-9, (D) and (F) of this paragraph (f)(ii) that would be required of and/or other certification documents from each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankowner, as applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter 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, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank Recipient under this Agreement or any Related Loan Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank Recipient 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 Bank Recipient shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank Recipient has complied with such BankRecipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under this Agreement or any Related Document shall deliver to the Applicant and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Bank, if requested by the Applicant or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Applicant or the Administrative Agent as will enable the Applicant or the Administrative Agent to determine whether or not such Bank 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 Section 9.15(f)(ii8.15(f)(ii)(1) and through (iii6) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such the Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f8.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 ten (10) days after such expiration, obsolescence or inaccuracy) notify such the Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if the Applicant is a U.S. Person, any Bank with respect to such the Applicant shall, if it is legally eligible to do so, deliver to such the Applicant and the Administrative Agent (in such number of copies reasonably requested by such the Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party hereto, duly completed and executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Document, IRS Form W-8BEN or IRS 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 this Agreement or any Related Document, IRS Form W-8BEN 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; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (x) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, and (y) a certificate substantially in the form of Exhibit C C-1, C-2, C-3 or C-4, as applicable (a “U.S. Tax Certificate”) to the effect that such Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant within the meaning of Section 881(c)(3)(B) of the Code Code, (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected; (5) in the case of a Non-U.S. Bank that is not the beneficial owner of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf of itself and (y) the relevant forms prescribed in clauses (A1), (B2), (C3), (D4) and (F5) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bank; provided, however, that if the Bank is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Bank may provide a U.S. Tax Certificate on behalf of such partners; or (6) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Applicant or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld. (iiiii) If a payment made to a Bank under this Agreement or any Related Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Bank has or has not complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 8.15(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made hereunder or under any payments under this Agreement or any Related other Loan Document shall deliver to the Applicant and Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by law or reasonably requested by the Applicant Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrowers or the Administrative Agent NAI-0000000000v6 as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if requested by the Applicant Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Law or reasonably requested by the Applicant Borrowers or the Administrative Agent as will enable the Applicant Borrowers or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii5.8.6(ii)(a), (ii)(b) and (iiiii)(d) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that any Borrower is resident for tax purposes in the United States of America: (a) any Bank that is a U.S. Person, any Bank with respect to such Applicant shall, if it is legally eligible to do so, Person shall deliver to such Applicant the Borrowers and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank hereunder (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), duly completed and properly executed copies of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax; (b) any Foreign Bank, to the extent it is legally entitled to do so, shall deliver to the Borrowers 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States of America is a party party, (xA) with respect to payments of interest under this Agreement or any Related Loan Document, executed copies of IRS Form W-8BEN or 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 (yB) with respect to any other applicable payments payment under this Agreement or any Related Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or a reduction of, U.S. Federal federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) duly completed and executed copies of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section section 881(c) of the Code both Internal Revenue Code, (x) IRS Form W-8BEN and (yA) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”5.8.6(A) to the effect that such Foreign Bank is not (ai) a “bank” within the meaning of Section section 881(c)(3)(A) of the Internal Revenue Code, (bii) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section section 881(c)(3)(B) of the Code Internal Revenue Code, or (ciii) a “controlled foreign corporation” described in Section section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance NAI-0000000000v6 Certificate”) and (dB) conducting a trade duly completed and executed copies of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E, as applicable, or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, properly executed copies of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of itself and (yExhibit 5.8.6(B) the relevant forms prescribed in clauses (Aor Exhibit 5.8.6(C), (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 5.8.6(D) on behalf of each such partners; ordirect and indirect partner; (6c) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to the Borrowers 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed copies of any other form prescribed by law applicable Law as a basis for claiming exemption from, from or a reduction ofin U.S. federal withholding Tax, U.S. Federal withholding Tax duly completed, together with such supplementary documentation necessary as may be prescribed by applicable Law to enable permit the Applicant Borrowers or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iid) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Bank shall deliver to the Withholding Agent, Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrowers or the Administrative Agent such documentation prescribed by applicable law Law (including as prescribed by Section 1471(b)(3)(C)(i1471(b)(3)(c)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Withholding Borrowers or the Administrative Agent as may be necessary for the Withholding Borrowers and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrowers and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant any Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant any Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant such Borrower or the Administrative Agent as will enable the Applicant such Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii2.16(f)(ii)(A), (B) and (iiiD) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that any Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), duly completed executed originals of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and executed 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 Lender becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Bank Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, executed originals of IRS Form W-8BEN 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 this Agreement or any Related Loan Document, IRS Form W-8BEN 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; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Bank Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) D-1 to the effect that such Bank Foreign Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;executed originals of IRS Form W-8BEN; or (54) in to the case of extent a Non-U.S. Bank that Foreign Lender is not the beneficial owner owner, executed originals of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)Exhibit D-2 or Exhibit D-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Bank Foreign Lender is a partnership and one or more direct or indirect partners of its partners such Foreign Lender are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Bank Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such 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 Lender becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from, from or a reduction ofin U.S. federal withholding Tax, U.S. Federal withholding Tax duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable the Applicant permit such Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to such Borrower and the Withholding Agent, Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the Withholding Agent, Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Borrower or the Withholding Administrative Agent as may be necessary for such Borrower and the Withholding Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify each Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii10.13(f)(ii)(A),(B) and (iiiD) below) shall not be required if in the applicable Bank’s 's reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower ​ or Administrative Agent), duly completed and an executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2B) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, an executed IRS Form W-8BEN or Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"interest” " article of such tax treaty and (y) with respect to any other applicable payments under this Agreement or any Related Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"business profits” " or “"other income” " article of such tax treaty; (2) in the case of a Foreign Bank claiming that its extension of credit will generate U.S. effectively connected income, an executed IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) EXHIBIT J-1 to the effect that such Foreign Bank is not (a) a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code, (b) a “"10 percent shareholder” " of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “"controlled foreign corporation” described in " within the meaning of Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (dy) conducting a trade an executed IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) owner, an executed IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)EXHIBIT J-2 or EXHIBIT J-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of EXHIBIT J-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable the Applicant permit Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and ​ (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or Administrative Agent as may be necessary for the Withholding Borrower and Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s 's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant applicable Obligor and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant such Obligor or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant such Obligor or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant applicable Obligor or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant such Obligor or the Administrative Agent as will enable the Applicant such Obligor or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(iiSections 2.15(f)(ii)(A), (ii)(B) and (iiiii)(D) below) shall not be required if in the any Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon For purposes of determining Taxes imposed under FATCA, from and after the reasonable request of such Applicant or Effective Date, the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant Obligors and the Administrative Agent in writing shall treat (and the Banks hereby authorize the Administrative Agent to treat) the Agreement as not qualifying as a “grandfathered obligation” with the meaning of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do soTreasury Regulation Section 1.1471-2(b)(2)(i). (iii) Without limiting the generality of the foregoing, if in the Applicant event that any Obligor is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant Obligor and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), duly properly completed and executed copies originals of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2B) any Foreign Bank, including a U.S. branch of a Foreign Bank acting solely on behalf of such Foreign Bank, shall, to the extent it is legally entitled to do so, deliver to such Obligor and the Administrative Agent (in such number of copies as shall be Table of Contents requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, properly completed and executed originals of IRS Form W-8BEN W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under this Agreement or any Related Loan Document, IRS Form W-8BEN W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) properly completed and executed originals of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Internal Revenue Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) E-1 to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (b) a “10 percent shareholder” of the Applicant such Obligor within the meaning of Section 881(c)(3)(B) of the Code (c) Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;executed originals of IRS Form W-8BEN-E; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, properly completed and executed originals of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)Exhibit E-2 or Exhibit E-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to such Obligor 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), properly completed and executed originals of any other form prescribed by applicable law as a basis for claiming exemption from, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable the Applicant permit such Obligor or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank were to fail to comply Table of Contents with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Bank shall deliver to such Obligor and the Withholding Agent, Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such Obligor or the Withholding Agent, Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by such Obligor or the Withholding Administrative Agent as may be necessary for such Obligor and the Withholding Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Obligors and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii10.13(f)(ii)(A),(B) and (iiiD) below) shall not be required if in the applicable Bank’s 's reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that the Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party hereto, duly completed Bank under this Agreement (and executed copies of whichever from time to time thereafter upon the reasonable request of the following is applicable: (1) in Borrower or the case Administrative Agent), executed originals of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2B) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, executed originals of IRS Form W-8BEN or Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"interest” " article of such tax treaty and (y) with respect to any other applicable payments under this Agreement or any Related Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"business profits” " or “"other income” " article of such tax treaty; (2) in the case of a Foreign Bank claiming that its extension of credit will generate U.S. effectively connected income, executed originals of IRS Form W-8ECI; 67 (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) EXHIBIT K-1 to the effect that such Foreign Bank is not (a) a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code, (b) a “"10 percent shareholder” " of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “"controlled foreign corporation” described in " within the meaning of Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (dy) conducting a trade executed originals of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, executed originals of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)EXHIBIT K-2 or EXHIBIT K-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of EXHIBIT K-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter 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, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s 's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement. 68 Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption fromfrom or reduction of withholding Tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or reduction ofany treaty to which such jurisdiction is a party, any applicable withholding Tax with respect to payments hereunder or under any payments under this Agreement or any Related other Loan Document shall deliver to the Applicant and Borrower (with a copy to the Administrative Agent), prior to the date on which such Bank becomes a Bank under this Agreement, and at the time or times prescribed by law applicable Law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant or the Administrative Agent applicable Law as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii3.10(e)(1)(i)-(iii) and (iiiSection 3.10(e)(2) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (i) Without limiting the generality of the foregoing, if the Applicant is a U.S. Person, , (1) any Foreign Bank with respect to such Applicant shall, if it is legally eligible to do so, shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably as shall be requested by such Applicant and the Administrative Agentrecipient) on or prior to the date on which such Foreign Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, duly completed and executed copies of but only if such Foreign Bank is legally entitled to do so), whichever of the following is applicable:: LA\4060806.14 (1i) in the case duly executed originals of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a NonW-8BEN or IRS Form W-8BEN-U.S. Bank E claiming the eligibility for benefits of an income tax treaty to which the United States is a party party, (xii) with respect to payments duly executed originals of interest under this Agreement or any Related Document, IRS Form W-8BEN 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 this Agreement or any Related Document, IRS Form W-8BEN 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;W-8ECI, (3iii) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) to the effect that such Foreign Bank is not (aA) a “bank” within the meaning of Section section 881(c)(3)(A) of the Code, (bB) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section section 881(c)(3)(B) of the Code Code, or (cC) a “controlled foreign corporation” described in Section section 881(c)(3)(C) of the Code and (dy) conducting a trade duly executed originals of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;IRS Form W-8BEN-E, (5iv) in the case duly executed originals of a Non-U.S. Bank that is not the beneficial owner of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf of itself and (y) the relevant forms prescribed in clauses (A)W-8IMY, (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bank; provided, however, that if the Bank is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Bank may provide a U.S. Tax Certificate on behalf of such partners; orand (6v) any other form or certificate prescribed by law applicable Law as a basis for claiming exemption from, from or a reduction of, U.S. in United States Federal withholding Tax tax duly completed together with such supplementary documentation necessary as may be prescribed by applicable Law to enable permit the Applicant or the Administrative Agent Borrower to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (ii2) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal United States federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (2), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (3) each Bank that is a “United States person” within the meaning of Section 7701(a)(30) of the Code 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) duly completed originals of IRS Form W-9 (or any successor form) certifying that such Bank is exempt from U.S. backup withholding tax. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. LA\4060806.14

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant applicable Obligor and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant such Obligor or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant such Obligor or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant applicable Obligor or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant such Obligor or the Administrative Agent as will enable the Applicant such Obligor or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(iiSections 2.15(f)(ii)(A), (ii)(B) and (iiiii)(D) below) shall not be required if in the any Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon For purposes of determining Taxes imposed under FATCA, from and after the reasonable request of such Applicant or Effective Date, the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant Obligors and the Administrative Agent in writing shall treat (and the Banks hereby authorize the Administrative Agent to treat) the Agreement as not qualifying as a “grandfathered obligation” with the meaning of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do soTreasury Regulation Section 1.1471-2(b)(2)(i). (iii) Without limiting the generality of the foregoing, if in the Applicant event that any Obligor is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant Obligor and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), duly properly completed and executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2B) any Foreign Bank, including a U.S. branch of a Foreign Bank acting solely on behalf of such Foreign Bank, shall, to the extent it is legally entitled to do so, deliver to such Obligor 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, properly completed and executed copies of IRS Form W-8BEN or 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 this Agreement or any Related Loan Document, IRS Form W-8BEN or 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; (2) properly completed and executed copies of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Internal Revenue Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) E-1 to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (b) a “10 percent shareholder” of the Applicant such Obligor within the meaning of Section 881(c)(3)(B) of the Code (c) Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade executed copies of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E, as applicable; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, properly completed and executed copies of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)Exhibit E-2 or Exhibit E-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to such Obligor 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), properly completed and executed copies of any other form prescribed by applicable law as a basis for claiming exemption from, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable the Applicant permit such Obligor or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Bank shall deliver to such Obligor and the Withholding Agent, Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such Obligor or the Withholding Agent, Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by such Obligor or the Withholding Administrative Agent as may be necessary for such Obligor and the Withholding Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Obligors and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made hereunder or under any payments under this Agreement or any Related other Loan Document shall deliver to the Applicant and Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by law or reasonably requested by the Applicant Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrowers or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if requested by the Applicant Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Law or reasonably requested by the Applicant Borrowers or the Administrative Agent as will enable the Applicant Borrowers or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii4.8.6 (ii)(a), (ii)(b) and (iiiii)(d) below) shall not be required if in the Bank’s 's reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that any Borrower is resident for tax purposes in the United States of America: (a) any Bank that is a U.S. Person, any Bank with respect to such Applicant shall, if it is legally eligible to do so, Person shall deliver to such Applicant the Borrowers and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank hereunder (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), duly completed properly executed originals of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax; (b) any Foreign Bank, to the extent it is legally entitled to do so, shall deliver to the Borrowers and executed 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States of America is a party party, (xA) with respect to payments of interest under this Agreement or any Related Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal federal withholding Tax pursuant to the “"interest” " article of such tax treaty and (yB) with respect to any other applicable payments payment under this Agreement or any Related Loan Document, IRS Form W-8BEN establishing an exemption from, or a reduction of, U.S. Federal federal withholding Tax pursuant to the “"business profits” " or “"other income” " article of such tax treaty; (2) duly completed and executed originals of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (yA) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”4.8.6(A) to the effect that such Foreign Bank is not (ai) a “"bank” " within the meaning of Section section 881(c)(3)(A) of the Code, (bii) a “"10 percent shareholder” " of the Applicant Borrower within the meaning of Section section 881(c)(3)(B) of the Code, or (iii) a "controlled foreign corporation" described in section 881(c)(3)(C) of the Code (ca "U.S. Tax Compliance Certificate") a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (dB) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;duly completed and executed originals of IRS Form W-8BEN, or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, properly executed originals of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of itself and (yExhibit 4.8.6(B) the relevant forms prescribed in clauses (Aor Exhibit 4.8.6(C), (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 4.8.6(D) on behalf of each such partners; ordirect and indirect partner; (6c) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to the Borrowers 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed originals of any other form prescribed by law applicable Law as a basis for claiming exemption from, from or a reduction ofin U.S. federal withholding Tax, U.S. Federal withholding Tax duly completed, together with such supplementary documentation necessary as may be prescribed by applicable Law to enable permit the Applicant Borrowers or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iid) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrowers or the Administrative Agent such documentation prescribed by applicable law Law (including as prescribed by Section 1471(b)(3)(C)(i1471(b)(3)(c)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrowers or the Administrative Agent as may be necessary for the Withholding Borrowers and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s 's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), "FATCA" shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii8.05(f)(ii)(A), (ii)(B) and (iiiii)(D) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if the Applicant : (A) any Bank that is a U.S. Person, any Bank with respect to such Applicant shall, if it is legally eligible to do so, Person shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed an executed copy of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax; (B) any Foreign Bank shall, to the extent it is legally eligible to do so, deliver to the Borrower and executed 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, an executed copy of IRS Form W-8BEN-E or IRS Form W-8BEN (or any successor form), 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 (y) with respect to any other applicable payments under this Agreement or any Related Loan Document, IRS Form W-8BEN-E or IRS Form W-8BEN (or any successor form), 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; (2) in the case of a Foreign Bank claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of IRS Form W-8ECI (or any successor form); (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Internal Revenue Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) I-1 to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (b) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade an executed copy of IRS Form W-8BEN-E or business in the United States with which the relevant interest payments are effectively connected;IRS Form W-8BEN (or any successor form), as applicable; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, an executed copy of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)Exhibit I-2 or Exhibit I-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership for U.S. federal income tax purposes and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank shall, to the extent it is legally eligible to do so, 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from, from or a reduction ofin U.S. federal withholding Tax, U.S. Federal withholding Tax duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by applicable law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from such payment. Solely for purposes of this clause (D) and Section 8.05(i) below, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Document Loan Paper shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(iiparagraphs (f)(ii)(A), (ii)(B) and (iiig) belowof this Section) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if the Applicant , (A) any Bank that is a U.S. PersonPerson shall deliver to the Borrower and the Administrative Agent on or about the date on which such Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax; (B) any Foreign Bank with respect to such Applicant shall, if to the extent it is legally eligible entitled to do so, deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably as shall be requested by such Applicant and the Administrative Agentrecipient) on or prior to about the date on which such Foreign Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related DocumentLoan Paper, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E 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 this Agreement or any Related DocumentLoan Paper, IRS Form W-8BEN or IRS Form W-8BEN-E 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; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) G-1 to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B871(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade executed copies of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;IRS Form W 8BEN-E; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, executed copies of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)Exhibit G-2 or Exhibit G-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; providedprovided that, however, that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such partnersdirect and indirect partner; orand (6C) any Foreign Bank 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) on or about the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by law applicable Governmental Requirement as a basis for claiming exemption from, from or a reduction ofin U.S. federal withholding Tax, U.S. Federal withholding Tax duly completed, together with such supplementary documentation necessary as may be prescribed by applicable Governmental Requirement to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheldmade. Each Bank agrees that if any form or certification it previously delivered pursuant to this Section 5.03 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (ii) If a payment made to a Bank under this Agreement or any Related Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

Status of Banks. (i) Any Bank Recipient that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bankthe Recipient, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank Recipient is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii8.4(f)(ii)(A), (ii)(B) and (iiiii)(D) below) shall not be required if in the BankRecipient’s reasonable judgment such completion, execution or submission would subject such Bank Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do soRecipient. (iii) Without limiting the generality of the foregoing, if in the Applicant event that the Borrower is a U.S. Person, (A) the Administrative Agent, any sub-agent and any Bank with respect that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which the Administrative Agent becomes the Administrative Agent under this Agreement or such Applicant Bank becomes a Bank under this Agreement, as applicable, (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Administrative Agent, sub-agent or Bank, as applicable is exempt from U.S. federal backup withholding tax; (B) any Foreign Bank shall, if to the extent it is legally eligible entitled to do so, deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably as shall be requested by such Applicant and the Administrative Agentrecipient) on or prior to the date on which such Foreign Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable 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 this Agreement or any Related Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable 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; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) E-1 to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade executed copies of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;IRS Form W-8BEN-E (or applicable successor form); or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, executed copies of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf of itself and W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (y) the relevant forms prescribed in clauses (Aor applicable successor form), (B)a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, (C)IRS Form W-9, (D) and (F) of this paragraph (f)(ii) that would be required of and/or other certification documents from each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankowner, as applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter 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, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; (iiD) If if a payment made to a Bank under this Agreement Recipient or any Related sub-agent under any Loan Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank Recipient or sub-agent 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 Bank Recipient or sub-agent shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank Recipient or sub-agent has complied with such BankRecipient’s or sub-agent’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement; and (E) if the Administrative Agent or sub-agent is not a U.S. Person, the Administrative Agent and sub-agent (and any assignee or successor) will deliver to the Borrower on or prior to the execution and delivery of this Agreement (or, assignment or succession, if applicable), two executed copies of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent or sub-agent, as applicable, for its own account and two duly completed copies of IRS Form W-8IMY (certifying that it is either a “qualified intermediary” or a “U.S. branch”) for the amounts the Administrative Agent or sub-agent, as applicable, receives for the account of others, with the effect that the Borrower can make payments to the Administrative Agent or sub-agent, as applicable, without deduction or withholding of any taxes imposed by the United States. Each Recipient or sub-agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank Recipient that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bankthe Recipient, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Administrati ve Agent to determine whether or not such Bank Recipient is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii8.4(f)(ii)(A), (ii)(B) and (iiiii)(D) below) shall not be required if in the BankRecipient’s reasonable judgment such completion, execution or submission would subject such Bank Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do soRecipient. (iii) Without limiting the generality of the foregoing, if in the Applicant event that the Borrower is a U.S. Person, (A) the Administrative Agent, any sub-agent and any Bank with respect that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which the Administrative Agent becomes the Administrative Agent under this Agreement or such Applicant Bank becomes a Bank under this Agreement, as applicable, (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Administrative Agent, sub-agent or Bank, as applicable is exempt from U.S. federal backup withholding tax; (B) any Foreign Bank shall, if to the extent it is legally eligible entitled to do so, deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably as shall be requested by such Applicant and the Administrative Agentrecipient) on or prior to the date on which such Foreign Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable 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 this Agreement or any Related Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable 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; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) E-1 to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade executed copies of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;IRS Form W-8BEN-E (or applicable successor form); or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, executed copies of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf of itself and W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (y) the relevant forms prescribed in clauses (Aor applicable successor form), (B)a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, (C)IRS Form W-9, (D) and (F) of this paragraph (f)(ii) that would be required of and/or other certification documents from each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankowner, as applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter 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, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; (iiD) If if a payment made to a Bank under this Agreement Recipient or any Related sub-agent under any Loan Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank Recipient or sub-agent 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 Bank Recipient or sub-agent shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank Recipient or sub-agent has complied with such BankRecipient’s or sub-agent’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement; and (E) if the Administrative Agent or sub-agent is not a U.S. Person, the Administrative Agent and sub-agent (and any assignee or successor) will deliver to the Borrower on or prior to the execution and delivery of this Agreement (or, assignment or succession, if applicable), two executed copies of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent or sub-agent, as applicable, for its own account and two duly completed copies of IRS Form W-8IMY (certifying that it is either a “qualified intermediary” or a “U.S. branch”) for the amounts the Administrative Agent or sub-agent, as applicable, receives for the account of others, with the effect that the Borrower can make payments to the Administrative Agent or sub-agent, as applicable, without deduction or withholding of any taxes imposed by the United States. Each Recipient or sub-agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption fromfrom or reduction of withholding Tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or reduction ofany treaty to which such jurisdiction is a party, any applicable withholding Tax with respect to payments hereunder or under any payments under this Agreement or any Related other Loan Document shall deliver to the Applicant and Borrower (with a copy to the Administrative Agent), prior to the date on which such Bank becomes a Bank under this Agreement, and at the time or times prescribed by law applicable Law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant or the Administrative Agent applicable Law as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii3.10(e)(1)(i)-(iv), Section 3.10(e)(2) and (iiiSection 3.10(e)(3) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (i) Without limiting the generality of the foregoing, if the Applicant is a U.S. Person, , (1) any Foreign Bank with respect to such Applicant shall, if it is legally eligible to do so, shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably as shall be requested by such Applicant and the Administrative Agentrecipient) on or prior to the date on which such Foreign Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of whichever of the following is applicable: (1i) in the case duly executed originals of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Bank W-8BEN claiming the eligibility for benefits of an income tax treaty to which the United States is a party party, (xii) with respect to payments duly executed originals of interest under this Agreement or any Related Document, IRS Form W-8BEN 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 this Agreement or any Related Document, IRS Form W-8BEN 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;W-8ECI, (3iii) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate (a “U.S. Tax Compliance Certificate”) substantially in the form of Exhibit C (a “U.S. Tax Certificate”) H-1 to the effect that such Foreign Bank is not (aA) a “bank” within the meaning of Section section 881(c)(3)(A) of the Code, (bB) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section section 881(c)(3)(B) of the Code Code, or (cC) a “controlled foreign corporation” described in Section section 881(c)(3)(C) of the Code and (dy) conducting duly executed originals of IRS Form W-8BEN, (iv) duly executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a trade or business U.S. Tax Compliance Certificate substantially in the United States with which the relevant interest payments are effectively connected; (5) in the case form of a Non-U.S. Bank that is not the beneficial owner of payments made under this Agreement Exhibit H-2 or any Related Document (including a partnership or a participating Bank) (x) an Exhibit H-3, IRS Form W-8IMY on behalf of itself and (y) the relevant forms prescribed in clauses (A)W-9, (B)and/or other certification documents from each beneficial owner, (C)as applicable; provided that, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bank; provided, however, that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such partners; ordirect and indirect partner, and (6v) any other form or certificate prescribed by law applicable Law as a basis for claiming exemption from, from or a reduction of, U.S. Federal in United States federal withholding Tax duly completed together with such supplementary documentation necessary as may be prescribed by applicable Law to enable permit the Applicant or the Administrative Agent Borrower to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; (ii2) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal United States federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law Law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s its obligations under FATCA or to determine the amount to deduct and withhold from such payment. (3) each Bank that is a “United States person” within the meaning of Section 7701(a)(30) of the Code 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) duly completed originals of IRS Form W-9 (or any successor form) certifying that such Bank is exempt from U.S. federal backup withholding tax. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Basic Document shall deliver to the Applicant Company and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Company or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Company or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Company or the Administrative Agent as will enable the Applicant Company or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii(f)(ii)(A), (ii)(B) and (iiiii)(D) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if the Applicant , (A) any Bank that is a U.S. Person, any Bank with respect to such Applicant shall, if it is legally eligible to do so, Person shall deliver to such Applicant the Company and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party hereto, duly completed Bank under this Agreement (and executed copies of whichever from time to time thereafter upon the reasonable request of the following is applicable: (1) in Company or the case Agent), executed originals of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal federal backup withholding tax; (2B) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to the Company and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Agent), whichever of the following is applicable: (i) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Basic Document, executed originals of IRS Form W-8BEN 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 this Agreement or any Related Basic Document, IRS Form W-8BEN 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; (3ii) executed originals of IRS Form W-8ECI; (iii) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant Company within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (in form and substance satisfactory to the Agent, a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;executed originals of IRS Form W-8BEN; or (5iv) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, executed originals of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf of itself and (y) the relevant forms prescribed in clauses (A)W-8IMY, (B)accompanied by IRS Form W-8ECI, (C)IRS Form W-8BEN, (D) and (F) of this paragraph (f)(ii) that would be required of a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankowner, as applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate on behalf of each such partners; or (6) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Applicant or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld. (ii) If a payment made to a Bank under this Agreement or any Related Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, at the time or times prescribed by law direct and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.indirect partner;

Status of Banks. (i) Any Bank that is entitled to an exemption fromfrom or reduction of withholding Tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or reduction ofany treaty to which such jurisdiction is a party, any applicable withholding Tax with respect to payments hereunder or under any payments under this Agreement or any Related other Loan Document shall deliver to the Applicant and Borrower (with a copy to the Administrative Agent), prior to the date on which such Bank becomes a Bank under this Agreement, and at the time or times prescribed by law applicable Law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant or the Administrative Agent applicable Law as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii3.10(e)(1)(i)-(iii) and (iiiSection 3.10(e)(2) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (i) Without limiting the generality of the foregoing, if the Applicant is a U.S. Person, , (1) any Foreign Bank with respect to such Applicant shall, if it is legally eligible to do so, shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably as shall be requested by such Applicant and the Administrative Agentrecipient) on or prior to the date on which such Foreign Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, duly completed and executed copies of but only if such Foreign Bank is legally entitled to do so), whichever of the following is applicable: (1i) in the case duly executed originals of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Bank W-8BEN claiming the eligibility for benefits of an income tax treaty to which the United States is a party party, (xii) with respect to payments duly executed originals of interest under this Agreement or any Related Document, IRS Form W-8BEN 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 this Agreement or any Related Document, IRS Form W-8BEN 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;W-8ECI, (3iii) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) to the effect that such Foreign Bank is not (aA) a “bank” within the meaning of Section section 881(c)(3)(A) of the Code, (bB) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section section 881(c)(3)(B) of the Code Code, or (cC) a “controlled foreign corporation” described in Section section 881(c)(3)(C) of the Code and (dy) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;duly executed originals of IRS Form W-8BEN, (5iv) in the case duly executed originals of a Non-U.S. Bank that is not the beneficial owner of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf of itself and (y) the relevant forms prescribed in clauses (A)W-8IMY, (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bank; provided, however, that if the Bank is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Bank may provide a U.S. Tax Certificate on behalf of such partners; orand (6v) any other form or certificate prescribed by law applicable Law as a basis for claiming exemption from, from or a reduction of, U.S. in United States Federal withholding Tax tax duly completed together with such supplementary documentation necessary as may be prescribed by applicable Law to enable permit the Applicant or the Administrative Agent Borrower to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (ii2) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal United States federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (2), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (3) each Bank that is a “United States person” within the meaning of Section 7701(a)(30) of the Code 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) duly completed originals of IRS Form W-9 (or any successor form) certifying that such Bank is exempt from U.S. backup withholding tax. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Laws or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(iiSections 3.1(g)(ii)(A), (ii)(B) and (iiiii)(D) below) shall not be required if in the such Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that the Borrower is a U.S. Person, Borrower, (A) any Bank with respect that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or about the date on which such Applicant Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, if to the extent it is legally eligible entitled to do so, deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably as shall be requested by such Applicant and the Administrative Agentrecipient) on or prior to about the date on which such Bank Foreign Lender becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a Non-U.S. Bank Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E 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 this Agreement or any Related Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E 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; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Bank Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (ya) a certificate U.S. Tax Compliance Certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) M-1 to the effect that such Bank Foreign Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 10-percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and (db) conducting a trade executed originals of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;IRS Form W-8BEN-E; or (54) in to the case of extent a Non-U.S. Bank that Foreign Lender is not the beneficial owner owner, executed originals of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)Exhibit M-2 or Exhibit M-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; providedprovided that, however, that if the Bank Foreign Lender is a partnership and one or more direct or indirect partners of its partners such Foreign Lender are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Bank Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Lender 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) on or prior to the date on which such Foreign Lender becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by law applicable Laws as a basis for claiming exemption from, from or a reduction ofin U.S. federal withholding Tax, U.S. Federal withholding Tax duly completed, together with such supplementary documentation necessary as may be prescribed by applicable Laws to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section Sections 1471(b) or and 1472(b) of the Code, as applicable), such Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii10.13(f)(ii)(A),(B) and (iiiD) below) shall not be required if in the applicable Bank’s 's reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), duly completed and an executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2B) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, an executed IRS Form W-8BEN or Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"interest” " article of such tax treaty and (y) with respect to any other applicable payments under this Agreement or any Related Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"business profits” " or “"other income” " article of such tax treaty; (2) in the case of a Foreign Bank claiming that its extension of credit will generate U.S. effectively connected income, an executed IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) EXHIBIT J-1 to the effect that such Foreign Bank is not (a) a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code, (b) a “"10 percent shareholder” " of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “"controlled foreign corporation” described in " within the meaning of Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (dy) conducting a trade an executed IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) owner, an executed IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)EXHIBIT J-2 or EXHIBIT J-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of EXHIBIT J-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable the Applicant permit Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or Administrative Agent as may be necessary for the Withholding Borrower and Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s 's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law Applicable Law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii10.13(f)(ii)(A),(B) and (iiiD) below) shall not be required if in the applicable Bank’s 's reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that the Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2B) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, executed copies of IRS Form W-8BEN or Form W8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"interest” " article of such tax treaty and (y) with respect to any other applicable payments under this Agreement or any Related Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “"business profits” " or “"other income” " article of such tax treaty; (2) in the case of a Foreign Bank claiming that its extension of credit will generate U.S. effectively connected income, executed copies of IRS Form W8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) EXHIBIT J-1 to the effect that such Foreign Bank is not (a) a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code, (b) a “"10 percent shareholder” " of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “"controlled foreign corporation” described in " within the meaning of Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (dy) conducting a trade executed copies of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, executed copies of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)EXHIBIT J-2 or EXHIBIT J-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of EXHIBIT J-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by law Applicable Law as a basis for claiming exemption from, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by Applicable Law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s 's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Credit Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii4.04(e) (ii)(A), (ii)(B) and (iiiii)(D) below) shall not be required if if, in the Bank’s judgment reasonable judgment, such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that the Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of whichever of the following is applicable: (1) in the case of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal federal backup withholding tax; (2B) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (i) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Credit Document, executed copies of IRS Form W-8BEN or 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 (y) with respect to any other applicable payments under this Agreement or any Related Credit Document, IRS Form W-8BEN or 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; (3ii) executed copies of IRS Form W-8ECI; (iii) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) J-1 to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade executed copies of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E, as applicable; or (5iv) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, executed copies of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)Exhibit J-2 or Exhibit J-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from, from or a reduction ofin U.S. federal withholding Tax, U.S. Federal withholding Tax duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Credit Document would be subject to U.S. Federal federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Each party’s obligations under this Section 4.04 shall survive the resignation or replacement of the Administrative Agent or any assignment of its rights by, or the replacement of, a Bank, the termination of the Commitments and the repayment, satisfaction or termination of all other obligations under the Credit Documents.

Status of Banks. (i) Any Bank that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to payments made under any payments under this Agreement or any Related Loan Document shall deliver to the Applicant Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii10.13(f)(ii)(A),(B) and (iiiD) below) shall not be required if in the applicable Bank’s 's reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (iii) Without limiting the generality of the foregoing, if in the Applicant event that the Borrower is a U.S. Person, , (A) any Bank with respect to such Applicant shall, if it that is legally eligible to do so, a U.S. Person shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably requested by such Applicant and the Administrative Agent) on or prior to the date on which such Bank becomes a party hereto, duly completed Bank under this Agreement (and executed copies of whichever from time to time thereafter upon the reasonable request of the following is applicable: (1) in Borrower or the case Administrative Agent), an executed copy of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2B) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Non-U.S. Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Related Loan Document, an executed copy of IRS Form W-8BEN or Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under this Agreement or any Related Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) in the case of a Foreign Bank claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of IRS Form W-8ECI; (3) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) EXHIBIT J-1 to the effect that such Foreign Bank is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) Code, or a “controlled foreign corporation” described in within the meaning of Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (dy) conducting a trade an executed copy of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;W-8BEN-E; or (54) in to the case of extent a Non-U.S. Foreign Bank that is not the beneficial owner owner, an executed copy of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of itself and (y) the relevant forms prescribed in clauses (A)EXHIBIT J-2 or EXHIBIT J-3, (B)IRS Form W-9, (C)and/or other certification documents from each beneficial owner, (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bankas applicable; provided, however, provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of its partners such Foreign Bank are claiming the exemption for portfolio interest under Section 881(c) of the Codeexemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of EXHIBIT J-4 on behalf of each such partners; ordirect and indirect partner; (6C) any Foreign Bank 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) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter 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, from or a reduction of, in U.S. Federal withholding Tax Tax, duly completed, together with such supplementary documentation necessary as may be prescribed by applicable law to enable permit the Applicant Borrower or the Administrative Agent to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (iiD) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s 's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Banks. (i) Any Bank that is entitled to an exemption fromfrom or reduction of withholding Tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or reduction ofany treaty to which such jurisdiction is a party, any applicable withholding Tax with respect to payments hereunder or under any payments under this Agreement or any Related other Loan Document shall deliver to the Applicant and Borrower (with a copy to the 55 Administrative Agent), prior to the date on which such Bank becomes a Bank under this Agreement, and at the time or times prescribed by law applicable Law or reasonably requested by the Applicant Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Applicant or the Administrative Agent applicable Law as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Bank, if reasonably requested by the Applicant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Law or reasonably requested by the Applicant Borrower or the Administrative Agent as will enable the Applicant Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.15(f)(ii3.10(e)(1)(i)-(iii) and (iiiSection 3.10(e)(2) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Upon the reasonable request of such Applicant or the Administrative Agent, any Bank shall update any form or certification previously delivered pursuant to this Section 9.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Bank, such Bank shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Applicant and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (i) Without limiting the generality of the foregoing, if the Applicant is a U.S. Person, , (1) any Foreign Bank with respect to such Applicant shall, if it is legally eligible to do so, shall deliver to such Applicant the Borrower and the Administrative Agent (in such number of copies reasonably as shall be requested by such Applicant and the Administrative Agentrecipient) on or prior to the date on which such Foreign Bank becomes a party heretoBank under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, duly completed and executed copies of but only if such Foreign Bank is legally entitled to do so), whichever of the following is applicable: (1i) in the case duly executed originals of a Bank that is a U.S. Person, IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax; (2) in the case of a NonW-8BEN or IRS Form W-8BEN-U.S. Bank E claiming the eligibility for benefits of an income tax treaty to which the United States is a party party, (xii) with respect to payments duly executed originals of interest under this Agreement or any Related Document, IRS Form W-8BEN 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 this Agreement or any Related Document, IRS Form W-8BEN 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;W-8ECI, (3iii) in the case of a Non-U.S. Bank for whom payments under this Agreement or any Related Document constitute income that is effectively connected with such Bank’s conduct of a trade or business in the United States, IRS Form W-8ECI; (4) in the case of a Non-U.S. Foreign Bank claiming the benefits of the exemption for portfolio interest under Section section 881(c) of the Code both Code, (x) IRS Form W-8BEN and (y) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) to the effect that such Foreign Bank is not (aA) a “bank” within the meaning of Section section 881(c)(3)(A) of the Code, (bB) a “10 percent shareholder” of the Applicant Borrower within the meaning of Section section 881(c)(3)(B) of the Code Code, or (cC) a “controlled foreign corporation” described in Section section 881(c)(3)(C) of the Code and (dy) conducting a trade duly executed originals of IRS Form W-8BEN or business in the United States with which the relevant interest payments are effectively connected;IRS Form W-8BEN-E, (5iv) in the case duly executed originals of a Non-U.S. Bank that is not the beneficial owner of payments made under this Agreement or any Related Document (including a partnership or a participating Bank) (x) an IRS Form W-8IMY on behalf of itself and (y) the relevant forms prescribed in clauses (A)W-8IMY, (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Bank; provided, however, that if the Bank is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Bank may provide a U.S. Tax Certificate on behalf of such partners; orand (6v) any other form or certificate prescribed by law applicable Law as a basis for claiming exemption from, from or a reduction of, U.S. in United States Federal withholding Tax tax duly completed together with such supplementary documentation necessary as may be prescribed by applicable Law to enable permit the Applicant or the Administrative Agent Borrower to determine the amount of Tax (if any) withholding or deduction required by law to be withheld.made; and (ii2) If if a payment made to a Bank under this Agreement or any Related Loan Document would be subject to U.S. Federal United States federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to the Withholding Agent, Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, Borrower or the Administrative Agent such documentation prescribed by applicable law Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Borrower or the Administrative Agent as may be necessary for the Withholding Borrower and the Administrative Agent to comply with its their obligations under FATCA, FATCA and to determine that such Bank has complied with such Bank’s its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (2), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (3) each Bank that is a “United States person” within the meaning of Section 7701(a)(30) of the Code 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 Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) duly completed originals of IRS Form W-9 (or any successor form) certifying that such Bank is exempt from U.S. backup withholding tax. Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.