Common use of Status of Lenders Clause in Contracts

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A), (B) or (D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) certifying that such Lender is exempt from United States federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a 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 any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form); (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form); or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form), accompanied by IRS Form W‑8ECI (or successor form), IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form), a U.S. Tax Compliance Certificate, IRS Form W‑9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (iv) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or the Administrative Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’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), “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 promptly update such form or certification or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times prescribed by applicable law or reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A), (Bii)(B) or and (D)ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies originals of IRS Form W‑9 W-9 (or any successor form) certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter at the time or times upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN W-8BEN (or successor form) or IRS Form W‑8BEN‑E (or any successor form) establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN W-8BEN (or successor form) or IRS Form W‑8BEN‑E (or any successor form) establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, executed copies originals of IRS Form W‑8ECI W-8ECI (or any successor form); (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN W-8BEN (or successor form) or IRS Form W‑8BEN‑E (or any successor form); or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY W-8IMY (or any successor form), accompanied by IRS Form W‑8ECI W-8ECI (or any successor form), IRS Form W‑8BEN W-8BEN (or successor form), IRS Form W‑8BEN‑E (or any successor form), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W‑9 W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter at the time or times prescribed by applicable law or upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent Agent, at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower or the Administrative Agent 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their respective obligations under FATCA and FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Each Lender that is entitled shall, at such times as are reasonably requested by the applicable Borrower or the Applicable Agent, provide such Borrower and the Applicable Agent with any documentation prescribed by Law, or reasonably requested by such Borrower or the Applicable Agent, certifying as to any entitlement of such Lender to an exemption from, or reduction of in, any withholding Tax with respect to any payments to be made to such Lender under the Credit Documents. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any Loan Document shall material respect, deliver promptly to the Administrative such Borrower and the Administrative Agent, at the time Applicable Agent updated or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed other appropriate documentation (including any new documentation reasonably requested by the Administrative applicable Withholding Agent) or promptly notify such Borrower and the Applicable Agent of its legal ineligibility to do so. For the avoidance of doubt, unless the applicable Withholding Agent has received forms or the Administrative Agent as will permit other documentation satisfactory to it indicating that payments under any Credit Document to or for a Lender are not subject to withholding Tax or are subject to such payments to be made without withholding or Tax at a reduced rate of withholding. In additionpursuant to an applicable tax treaty, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, applicable Withholding Agent shall deliver such other documentation prescribed withhold amounts required to be withheld by applicable Law or as reasonably requested by from such payment at the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup maximum applicable withholding or information reporting requirementsrate. 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 5.03(f)(ii)(A), (B) or (D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, in the event that any Borrower is not a Foreign Borrower: (Ai) any Each U.S. Lender that is a U.S. Person shall deliver to the Administrative Parent Borrower and the Administrative Agent on or prior to before the date on which such Lender it becomes a Lender under party to this Credit Agreement (and from time to time thereafter when required by Law or upon the reasonable request of the Administrative Parent Borrower or the Administrative Agent), ) two properly completed and duly completed, valid, executed signed original copies of IRS Internal Revenue Service Form W‑9 W-9 (or any successor form) certifying that such Lender is exempt from United States U.S. federal backup withholding Tax;withholding, (Bii) any Each Foreign Lender shall, to the extent it is legally entitled to do so, shall deliver to the Administrative Parent Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipient) on or prior to before the date on which such Foreign Lender it becomes a Lender under party to this Credit Agreement (and from time to time thereafter when required by Law or upon the reasonable request of the Administrative Parent Borrower or the Administrative Agent), ) whichever of the following is applicable: (1A) two duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for benefits of an income tax treaty to which the United States of America is a party. (B) two duly completed copies of Internal Revenue Service Form W-8ECI (or any successor forms), (C) in the case of a 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 any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form); (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Internal Revenue Code, (x) a certificate certificate, in substantially in the form of Exhibit D Xxxxxxx 0.00(x)-0, -0, -0, xx -0 (xxx such certificate a “United States Tax Compliance Certificate”), or any other form approved by the Administrative Agent, to the effect that such Foreign Lender 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 applicable Parent Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (Internal Revenue Code, and that no payments in connection with the Credit Documents are effectively connected with such Lender’s conduct of a “U.S. Tax Compliance Certificate”) trade or business and (y) executed two duly completed copies of IRS Internal Revenue Service Form W‑8BEN W-8BEN or W-8BEN-E (or any successor form) or IRS Form W‑8BEN‑E (or successor formforms); or, (4D) to the extent a Foreign Lender is not the beneficial ownerowner (for example, duly completedwhere the Lender is a partnership, validor is a Lender that has granted a participation), executed copies of IRS Internal Revenue Service Form W‑8IMY W-8IMY (or any successor form)forms) of the Lender, accompanied by IRS a Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form)X-0XXX xx X-0XXX-X, IRS Form W‑8BEN‑E (or successor form), a U.S. Xxxxxx Xxxxxx Tax Compliance Certificate, IRS Form W‑9 W-9, Form W-8IMY (or other successor form), and/or forms) or any other certification documents required information from each beneficial owner, as applicable; applicable (provided that that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. the United States Tax Compliance Certificate shall be provided by such Lender on behalf of each such direct and or indirect partner;partner(s)), (iiiE) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, tax duly completed, completed together with such supplementary documentation as may be prescribed by applicable Law Laws to permit the Administrative Borrower or the Administrative applicable Withholding Agent to determine the withholding or deduction required to be made; andmade on any payments to such Lender under the Credit Documents, or (ivF) the Administrative Agent (and any assignee or successor) will deliver, to the Parent Borrower, on or prior to the execution and delivery of this Agreement (or, assignment or succession, if applicable), either (i) (A) two (2) executed copies of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent for its own account and (B) two (2) 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 receives for the account of others, or (ii) two (2) executed copies of IRS Form W-9, whichever is applicable, and in each case of (i) and (ii), with the effect that the Parent Borrower can make payments to the Administrative Agent on behalf of the Lenders without any deduction or withholding of any U.S. federal withholding Taxes. (iii) If a payment made to a Lender under any Loan Credit Document would be subject to United States U.S. federal withholding Tax tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section Sections 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Administrative Parent Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Administrative Parent 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 Administrative Parent Borrower or the Administrative Agent as may be necessary for the Administrative Parent Borrower or and the Administrative Agent to comply with its obligations under their FATCA and obligations, to determine that whether such Lender has or has not complied with such Lender’s FATCA obligations under FATCA or and to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D3.01(e)(iii), “FATCA” FATCA shall include any amendments made to FATCA after the date of this Agreementagreement. Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver. Each Recipient agrees that if Lender hereby authorizes the Applicable Agent to deliver to the Borrowers and any form or certification it previously successor Applicable Agent any documentation delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification or promptly notify by the Administrative Borrower and Lender to the Administrative Applicable Agent in writing of its legal inability pursuant to do sothis Section 3.01(e).

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Loan Document shall deliver to the Administrative Borrower Company and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower Company or the Administrative AgentAgent and at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Administrative Borrower Company or the Administrative Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower Company or the Administrative Agent as will enable the Administrative Agent Borrower Company or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A), 3.4(f)(ii)(A) through (BE) or (D)and Section 3.4(f)(iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that , if a Borrower is a U.S. Person shall Person, any Lender with respect to such Borrower shall, if it is legally eligible to do so, deliver to the Administrative Borrower Company and the Administrative Agent (in such number of copies reasonably requested by the Company and the Administrative Agent) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent)party hereto, duly completed, valid, completed and executed copies of IRS Form W‑9 (or successor form) certifying that such Lender is exempt from United States federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1A) in the case of a Foreign Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax; (B) in the case of a Non-U.S. Lender claiming the benefits of an income Tax tax treaty to which the United States is a party (x1) with respect to payments of interest under any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States federal U.S. Federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y2) with respect to any other applicable payments under any Loan Documentthis Agreement, duly completed, valid, executed originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States federal U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form); (3C) in the case of a Foreign Non-U.S. Lender for whom payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI; (D) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the CodeCode both (1) IRS Form W-8BEN or W-8BEN-E, as applicable, and (x2) a certificate substantially in the form of Exhibit D attached hereto (a “U.S. Tax Certificate”) to the effect that such 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 applicable any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or Code and (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form); orCode; (4E) to in the extent case of a Foreign Non-U.S. Lender that is not the beneficial owner, duly completed, valid, executed copies owner of payments made under any Loan Document (including a partnership or a participating Lender) (1) an IRS Form W‑8IMY W-8IMY on behalf of itself and (or successor form2) the relevant forms prescribed in clauses (A), accompanied by IRS Form W‑8ECI (or successor formB), IRS Form W‑8BEN (or successor formC), IRS Form W‑8BEN‑E (D) and (F) of this paragraph (f)(ii) and in paragraph (f)(iii) that would be required of each such beneficial owner or successor form)partner of such partnership if such beneficial owner or partner were a Lender; provided, a U.S. Tax Compliance Certificatehowever, IRS Form W‑9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect of its partners of such Foreign Lender are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;partners; or (iiiF) any Foreign Lender shallin the case of a Non-U.S. Lender, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law law as a basis for claiming exemption from from, or a reduction in United States federal of, U.S. Federal withholding Tax, duly completed, Tax together with such supplementary documentation as may be prescribed by applicable Law necessary to permit enable the Administrative Borrower Company or the Administrative Agent to determine the withholding or deduction amount of Tax (if any) required by law to be made; andwithheld or deducted. (iviii) if If a payment made to a Lender under any Loan Document would be subject to United States federal U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower Company and the Administrative Agent Agent, at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower Company or the Administrative Agent 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or the Administrative Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’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), “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 promptly update such form or certification or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.as

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times prescribed by applicable law or reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law requirement of law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 either set forth in Section 5.03(f)(ii)(A2.17(f)(ii)(A), (Bii)(B) or and (D)ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies originals of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States federal U.S. Federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, shall deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: : (1i) in the case of a 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 any Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States federal U.S. Federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States federal U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty; ; (2ii) duly completed, valid, executed copies originals of IRS Form W‑8ECI W-8ECI; (or successor form); (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E W-8BEN-E; or (or successor form); or (4iv) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (W-8BEN or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by an applicable Law law as a basis for claiming exemption from or a reduction in United States federal U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States federal any withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower or the Administrative Agent 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower Parent and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower Parent or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower as Parent or the Administrative Agent as will may reasonably request to permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower Parent or the Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law or as reasonably requested by the Administrative Borrower Parent or the Administrative Agent as will enable the Administrative Agent Borrower Parent or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Lender hereby authorizes the Administrative Agent to deliver to Parent and to any successor Administrative Agent any documentation provided to the Administrative Agent pursuant to this Section 2.17(f). 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 5.03(f)(ii)(A2.17(f)(ii)(A), (B2.17(f)(ii)(B) or (D2.17(f)(ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any each Lender that is not a U.S. Person Foreign Lender shall deliver to the Administrative Borrower Parent and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Parent or the Administrative Agent), duly completed, valid, two executed copies of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any each Foreign Lender shall, to the extent it is legally entitled to do so, shall deliver to the Administrative Borrower Parent and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Parent or the Administrative Agent), whichever of the following is applicable: (1) in the case of a any Foreign Lender claiming the benefits of an income Tax tax treaty to which the United States U.S. is a party (x) with respect to payments of interest under any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a any Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D L-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower Parent within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E; or (4) to the extent a any Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (W-8BEN or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit L-2 or Exhibit L-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the such Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-4 on behalf of each such direct and or indirect partner; (iiiC) any each Foreign Lender shallshall deliver, to the extent that it is legally entitled to do so, deliver to the Administrative Borrower Parent and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Parent or the Administrative Agent), executed copies of any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit the Administrative Borrower Parent or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a any Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower Parent and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower Parent or the Administrative Agent such documentation as is prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Borrower Parent or the Administrative Agent as may be necessary for the Administrative Borrower or Parent and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 Lender agrees that if any form or certification documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification documentation or promptly notify the Administrative Borrower Parent and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower Co-Borrowers and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower Co-Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower Co-Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower Co-Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or as reasonably requested by the Administrative Borrower Co-Borrowers or the Administrative Agent as will enable the Administrative Agent Borrower Co-Borrowers or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(ASections 3.01(g)(ii)(A), (Bii)(B) or and (Dii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower Co-Borrowers and the Administrative Agent on or prior to about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Co-Borrowers or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower Co-Borrowers and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Co-Borrowers or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable any Co-Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to any Co-Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form)W-8BEN, IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower Co-Borrowers and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Co-Borrowers or the Administrative Agent), executed copies of any other form prescribed by applicable Applicable Law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Applicable Law to permit the Administrative Borrower Co-Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower Co-Borrowers and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower Co-Borrowers or the Administrative Agent such documentation prescribed by applicable Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Borrower Co-Borrowers or the Administrative Agent as may be necessary for the Administrative Borrower or Co-Borrowers and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’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), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient Lender 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 Administrative Borrower Co-Borrowers and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document this Agreement shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such the Lender 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 5.03(f)(ii)(A), (B) or (D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (iia) Without limiting the generality of the foregoing: (A) any , upon reasonable request from the Borrower, each Lender that shall, to the extent it is a U.S. Person shall legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to about the date on which such Lender Xxxxxx becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) certifying that such Lender is exempt from United States federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a 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 any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form); (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form); or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form), accompanied by IRS Form W‑8ECI (or successor form), IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form), a U.S. Tax Compliance Certificate, IRS Form W‑9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Applicable Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and. (ivb) if If a payment made to a Lender under any Loan Document this Agreement would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the US Revenue Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower or the Administrative Agent such documentation prescribed by applicable Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the US Revenue Code) and such additional documentation reasonably requested by the Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender Xxxxxx has complied with such LenderXxxxxx’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (Db), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. . (c) Each Recipient Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so. (d) If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 6.2, then such Lender will change the jurisdiction of its Lending Office if, in the judgment of such Lender, such change (i) will eliminate or reduce any such additional payment which may thereafter occur and (ii) is not otherwise disadvantageous to such Lender.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(ASections 4.04(f)(ii)(A), (Bii)(B) or and (D)ii)(D) below) shall not be required if in the relevant Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, in the event that a Borrower is a U.S. Person, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Loan Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Loan Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a 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 any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form); (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form); or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form), accompanied by IRS Form W‑8ECI (or successor form), IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form), a U.S. Tax Compliance Certificate, IRS Form W‑9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (iv) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or the Administrative Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’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), “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 promptly update such form or certification or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative AgentAgent on or prior to the date on which such Lender becomes a Lender, under this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation), and from time to time thereafter, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A2.20(g)(ii)(A), (Bii)(B) or and (D)ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies originals of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1i) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2ii) duly completed, valid, executed copies originals of IRS Form W‑8ECI (or successor form)W-8ECI; (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form)W-8BEN; or (4iv) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments made hereunder or under any Loan other Credit Document shall deliver to the Administrative Borrower and (with a copy to the Administrative Agent), at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A), (B) or (D)3.01(f)(v) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) . Without limiting the generality of the foregoing: (A) , in the event that the Borrower is resident for tax purposes in the United States, any Foreign Lender that is a U.S. Person to the extent it may lawfully do so shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) certifying that such Lender is exempt from United States federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement Credit Agreement, on or prior to the date on which any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1i) in the case of a Foreign Lender 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 any Loan Credit Document, duly completed, valid executed copies originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Credit Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty;, (2ii) duly completed, valid, executed completed copies of IRS Form W‑8ECI (or successor form);W-8ECI, (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate certificate, in substantially in the form of Exhibit D 3.01(e) (a “Non-Bank Certificate”), to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (and that interest payments being received are not effectively connected with the Foreign Lender’s conduct of a “U.S. Tax Compliance Certificate”) trade or business and (y) executed duly completed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form); orW-8BEN, (4iv) to in the extent case of a Foreign Lender that does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Credit Documents (for example, in the case of a Foreign Lender that is not the beneficial ownera partnership for U.S. federal income tax purposes or that is a participating Lender granting a typical participation), duly completed, valid, executed completed copies of Internal Revenue Service Form W-8IMY, together with the appropriate IRS Form W‑8IMY (W-8BEN, ECI or successor form)IMY, accompanied by IRS Form W‑8ECI (or successor form), IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form), a U.S. Tax Compliance Certificate, IRS Form W‑9 (or successor form), W-9 and/or other certification documents from Non-Bank Certificate with respect to each beneficial ownerowner (provided that, as applicable; provided that if the Foreign Lender is a partnership and partnership, one or more direct or indirect partners of such Foreign Lender are whose beneficial owners is claiming the portfolio interest exemptionexception, such the Foreign Lender may provide a U.S. Tax Compliance the Non-Bank Certificate on behalf of each such direct beneficial owners), and indirect partner;any other certificate or statement of exemption required under the Internal Revenue Code or the regulations thereunder, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender and to establish that such remaining portion may be received without deduction for, or at a reduced rate of, United States federal withholding tax; or (iiiv) executed originals of any Foreign other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or Administrative Agent to determine the withholding or deduction required to be made, if any. Any Lender shallor L/C Issuer that is a United States person under Section 7701(a)(30) of the Internal Revenue Code, to the extent it is legally entitled to may lawfully do so, shall deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender or L/C Issuer becomes a Lender or L/C Issuer, as applicable, under this Agreement Credit Agreement, on or prior to the date on which any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed duly completed copies of Internal Revenue Service Form W-9 (or any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivsuccessor form) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or the Administrative Agent to comply with its obligations under FATCA and to determine certifying that such Lender has complied with such Lender’s obligations under FATCA or L/C Issuer is entitled to determine the amount, if any, to deduct and withhold an exemption 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 promptly update such form or certification or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do soU.S. backup withholding tax.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of withholding Tax with respect to payments made under any Loan Document Each Recipient shall deliver to the Administrative Parent Borrower and (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Administrative Parent Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law or by the taxing authorities of any jurisdiction and such other reasonably requested by the Administrative Borrower or the Administrative Agent information as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent case may be, to determine (A) whether or not payments made by the Borrowers hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Recipient’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender is subject by the Borrowers pursuant to backup this Agreement or otherwise to establish such Recipient’s status for withholding or information reporting requirementstax purposes in the applicable jurisdictions. Notwithstanding anything to the contrary in the preceding two sentencesprevious sentence, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(f)(ii)(A), Sections 3.01(e)(ii)(A) and (Bii)(B) or (D)below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, in the event that a Borrower is resident for tax purposes in the United States: (A) any Lender Recipient that is a U.S. Person “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Parent Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (W-9 or successor form) certifying such other documentation or information prescribed by applicable Law or reasonably requested by the Parent Borrower or the Administrative Agent as will enable the Borrowers or the Administrative Agent, as the case may be, to determine that such Lender is exempt from United States federal not subject to backup withholding Tax;or information reporting requirements; and (B) any each Foreign Lender shall, to the extent it is legally entitled to do so, shall deliver to the Administrative Parent Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Parent Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (1I) in the case duly completed executed copies of a Foreign Lender IRS Form W-8BEN-E (or W-8BEN, as applicable) claiming the eligibility for benefits of an income Tax tax treaty to which the United States is a party party, (xII) with respect to payments of interest under any Loan Document, duly completed, valid completed executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty;W-8ECI, (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form); (3III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D G-1 to the effect that such 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 applicable a Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed duly completed copies of IRS Form W‑8BEN W-8BEN-E (or successor form) or IRS Form W‑8BEN‑E (or successor formW-8BEN, as applicable); or, (4IV) to the extent a Foreign Lender is not the beneficial owner, duly completed, validowner of payments made under any Loan Documents, executed copies of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN W-8BEN-E (or successor form)W-8BEN, IRS Form W‑8BEN‑E (or successor formas applicable), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;, or (iiiV) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, tax duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Administrative Borrower Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and (ivVI) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender each Recipient shall deliver to the Administrative Borrower Agent and the Administrative Agent Parent Borrower at the time or times prescribed by applicable Law and at such time or times reasonably requested by the Administrative Parent 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 or reasonably requested by the Administrative Agent or the Parent Borrower or sufficient for the Administrative Agent as may be necessary for and the Administrative Borrower or the Administrative Agent Borrowers to comply with its their obligations under FATCA and to determine that whether payments to such Lender has complied with such Lender’s obligations Recipient are subject to withholding tax under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (DVI), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. . (iii) Each Recipient shall promptly (A) notify the Parent Borrower and the Administrative Agent of any change in circumstances that would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Law of any jurisdiction that any Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. (iv) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender or L/C Issuer that is entitled to an exemption from, from or reduction of withholding Tax tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments made hereunder or under any Loan other Credit Document shall deliver to the Administrative Borrower and (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested prescribed by the Administrative Borrower or the Administrative Agent applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any LenderLender or L/C Issuer, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender or L/C Issuer 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 the documentation set forth described in Section 5.03(f)(ii)(A(i), (Bii), (iii), (iv), (v) or and (D)vii) below) shall not be required if in the Lender’s or the L/C Issuer’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Lender or L/C Issuer. Without limiting the generality of the foregoing: (A) , in the event that the Borrower is a resident for tax purposes in the United States, any Lender that is a U.S. Person or L/C Issuer shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) certifying that such Lender is exempt from United States federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender or L/C Issuer becomes a Lender or L/C Issuer under this Credit Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent, but, in the case of any Foreign Lender, only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (1i) in the case duly completed and executed originals of a Foreign Lender IRS Form W-9; (ii) duly completed and executed originals of IRS Form W-8BEN or W-8BEN-E (as applicable) claiming the eligibility for benefits of an income Tax tax treaty to which the United States is a party party; (xiii) with respect to payments of interest under any Loan Document, duly completed, valid executed completed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treatyW-8ECI; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form); (3iv) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the applicable Borrower within the meaning of Section section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) duly completed and executed copies originals of IRS Form W‑8BEN W-8BEN or W-8BEN-E (or successor form) or IRS Form W‑8BEN‑E (or successor formas applicable); or; (4v) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, properly completed and executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI W-8ECI, IRS Form W-8BEN or W-8BEN-E (or successor formas applicable), IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form), a U.S. Tax Compliance Certificate, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iiivi) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal Federal withholding Tax, tax duly completed, completed together with such supplementary documentation as may be prescribed by applicable Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and. (ivvii) if If a payment made to a Lender or an L/C Issuer under any Loan Credit Document would be subject to United States federal U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail or L/C Issuer fails to comply with the applicable reporting any requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or L/C Issuer shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by applicable Law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender or such L/C Issuer has complied with such Lender’s or such L/C Issuer’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause (Dvii), “FATCA” shall include any amendments made to FATCA after the date of this Credit Agreement. Each Recipient agrees To the extent that if any form or certification it previously delivered expires or becomes the relevant documentation provided pursuant to this section is rendered obsolete or inaccurate in any respectmaterial respect as a result of changes in circumstances with respect to the status of a Lender or an L/C Issuer, it shall promptly update such form Lender or certification such L/C Issuer shall, to the extent permitted by applicable Law, deliver to the Borrower and the Administrative Agent revised and/or updated documentation or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do so. For purposes of determining withholding Taxes imposed under FATCA, from and after the Restatement Date, the Borrower and the Administrative Agent shall treat (and the Lenders and the L/C Issuers hereby authorize the Administrative Agent to treat) each of the Loans as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

Status of Lenders. (i) Any If applicable and provided that the Lender is not a Mexican resident for tax purposes, any Lender that is entitled to an exemption from, from or reduction of withholding Tax tax, with respect to payments made hereunder or under any other Loan Document shall deliver to the Administrative Borrower and (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested prescribed by applicable Law (including, for the Administrative Borrower or avoidance of doubt, any documentation prescribed by any treaty for the Administrative Agent avoidance of double taxation) as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative AgentAgent in writing, shall deliver such other documentation prescribed by applicable Law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentencesthis Section 4.1.4, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(f)(ii)(A), (B) or (D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) . Without limiting the generality obligations of each of the foregoing: (A) any Lenders set forth above regarding delivery of certain forms and documents to establish each Lender’s status for applicable withholding tax purposes, each Lender that is a U.S. Person shall agrees promptly to deliver to the Administrative Borrower and the Administrative Agent or the Borrower, as Administrative Agent or the Borrower, respectively, shall reasonably request, on or prior to the date on Closing Date, and in a timely fashion thereafter, such other documents and forms required by any relevant taxing authority under the Laws of any other jurisdiction from which such Lender becomes a Lender payment under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent)is made, duly completedexecuted and completed by such Lender, valid, executed copies of IRS Form W‑9 (or successor form) certifying that as are required under such Lender is exempt from United States federal backup withholding Tax; (B) Laws to confirm such Lender’s entitlement to any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a 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 any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an available exemption from, or reduction of, United States federal applicable withholding Tax Taxes in respect of all payments to be made to such Lender outside of Mexico by the Borrower pursuant to the “interest” article this Agreement or otherwise to establish such Lender’s status or place of tax residency for withholding tax purposes in such Tax treaty and other jurisdiction. Each Lender shall promptly (y1) with respect to notify Administrative Agent of any other applicable payments under change in circumstances which would modify or render invalid any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an claimed exemption from, from or reduction ofof Taxes or Other Taxes, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty; and (2) duly completedtake such steps as shall not be materially disadvantageous to it, valid, executed copies of IRS Form W‑8ECI (or successor form); (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form); or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form), accompanied by IRS Form W‑8ECI (or successor form), IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form), a U.S. Tax Compliance Certificate, IRS Form W‑9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners reasonable judgment of such Foreign Lender are claiming the portfolio interest exemptionLender, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Law that the Borrower make any deduction or withholding for taxes from amounts payable to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (iv) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or the Administrative Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’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), “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 promptly update such form or certification or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the applicable Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the applicable Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the applicable Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the applicable Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the applicable Administrative Agent as will enable the Administrative Agent Borrower or the applicable Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(ASections 3.03(g)(ii)(A), (B3.03(g)(ii)(B) or (Dand 3.03(g)(ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, in the event that the Borrower is a U.S. Borrower, (A) any Any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the applicable Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the applicable Administrative Agent), duly completed, valid, executed copies originals of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the applicable Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the applicable Administrative Agent), whichever of the following is applicable: (1i) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2ii) duly completed, valid, executed copies originals of IRS Form W‑8ECI (or successor form)W-8ECI; (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D G-A to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, as applicable; or (4iv) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (W-8BEN or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit G-B or Exhibit G-C, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-D on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the applicable Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the applicable Administrative Agent), executed copies originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the applicable Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the applicable Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower or the applicable 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 Administrative Borrower or the applicable Administrative Agent as may be necessary for the Administrative Borrower or and the applicable Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 Lender 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 Administrative Borrower and the applicable Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower Borrowers and the Administrative Agent, at the time or times prescribed by applicable Law or reasonably requested by the Administrative Borrower Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or as reasonably requested by the Administrative Borrower Borrowers or the Administrative Agent as will enable the Administrative Agent Borrower Borrowers or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(ASections 3.01(f)(ii)(A), (B3.01(f)(ii)(B), and 3.01(f)(ii)(D) or (D)below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, in the event that any Borrower is a U.S. Borrower, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower Borrowers and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Borrowers or the Administrative Agent), duly completed, valid, executed copies originals of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower Borrowers and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Borrowers or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, executed copies originals of IRS Form W‑8ECI (or successor form)W‑8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable any Borrower within the meaning of Section section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form); W‑8BEN, or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower Borrowers and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Borrowers or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law Laws as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Administrative Borrower Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if If a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower Borrowers and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower Borrowers 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 Administrative Borrower Borrowers or the Administrative Agent as may be necessary for the Administrative Borrower or Borrowers and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause (D)paragraph, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. . (iii) Each Recipient Lender 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 Administrative Borrower Borrowers and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made hereunder or under any other Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times prescribed by applicable law or reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A3.01(g)(ii)(A), (Bii)(B) or and (D)ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice is prohibited by the legal or commercial position applicable law of such Lender’s jurisdiction. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter at the time or times prescribed by applicable law or upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies originals of IRS Form W‑9 W-9 (or any successor form) certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter at the time or times prescribed by applicable law or upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1i) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN W-8BEN (or successor form) or IRS Form W‑8BEN‑E (or any successor form) establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN W-8BEN (or successor form) or IRS Form W‑8BEN‑E (or any successor form) establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2ii) duly completed, valid, executed copies originals of IRS Form W‑8ECI W-8ECI (or any successor form); (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN W-8BEN (or successor form) or IRS Form W‑8BEN‑E (or any successor form); or (4iv) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY W-8IMY (or any successor form), accompanied by IRS Form W‑8ECI W-8ECI (or any successor form), IRS Form W‑8BEN W-8BEN (or successor form), IRS Form W‑8BEN‑E (or any successor form), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W‑9 W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter at the time or times prescribed by applicable law or upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 Lender agrees that (i) it shall promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction in withholding, and (ii) 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Each Lender that is entitled to an exemption from, or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the to Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested by the Administrative Borrower or the Administrative Agent information as will permit Borrower or Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made without to such Lender by Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding or at a reduced rate of withholdingtax purposes in the applicable jurisdiction. In addition, any Lender, if reasonably requested by the Administrative Each Lender shall promptly (A) notify Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or as reasonably requested by the Administrative Borrower or the and Administrative Agent as will enable the Administrative Agent Borrower of any change in circumstances which would modify or the Administrative Agent to determine whether render invalid any claimed exemption or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentencesreduction, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(f)(ii)(A), (B) or (D)) take such steps as shall not be required if materially disadvantageous to it, in the Lender’s reasonable judgment of such completionLender, execution and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that Borrower or submission would subject such Lender Administrative Agent make any withholding or deduction for taxes from amounts payable to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality or duplication of the foregoing:, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies originals of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1i) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2ii) duly completed, valid, executed copies originals of IRS Form W‑8ECI (or successor form)W-8ECI; (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit D and substance reasonably satisfactory to Borrower and Administrative Agent to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form)W-8BEN; or (4iv) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN, a U.S. Tax Compliance CertificateCertificate in form and substance reasonably satisfactory to Borrower and Administrative Agent, IRS Form W‑9 (W-9, or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate in form and substance reasonably satisfactory to Borrower and Administrative Agent on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or the and Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause (D)paragraph, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. . (iii) Each Recipient Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so. (iv) Administrative Agent (including any successor Administrative Agent that is not a U.S. Person) shall deliver two duly completed copies of Form W-8IMY certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business in the United States and that it is using such form as evidence of its agreement with Borrower to be treated as a U.S. Person with respect to such payments (and Borrower and Administrative Agent agree to so treat Administrative Agent as a U.S. Person with respect to such payments), with the effect that Borrower can make payments to Administrative Agent without deduction or withholding of any Taxes imposed by the United States.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax tax with respect to payments made hereunder or under any other Loan Document shall deliver to the Administrative Borrower and (with a copy to the Administrative Agent), at the time or times prescribed by applicable law and from time to time when reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A), (B) or (D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Each Lender that is not a U.S. Person Foreign Lender shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter as prescribed by applicable law or upon the reasonable request of the Administrative Borrower or the Administrative Agent), two duly completed, valid, completed and executed copies of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Tax; (B) any tax. Without limiting the generality of the foregoing, each Foreign Lender shall, to the extent it is legally entitled to do so, shall deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicableapplicable or any subsequent version thereof or successor thereto: (1i) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid completed and executed copies of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty;, (2ii) duly completed, valid, completed and executed copies of IRS Form W‑8ECI (or successor form);W-8ECI, (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D I-1 to the effect that such 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 applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) duly completed and executed copies of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form); orW-8BEN-E, as applicable, (4iv) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, completed and executed copies of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (W-8BEN or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, as applicable, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner;, and (iiiv) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower duly completed 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States federal Federal withholding Tax, tax duly completed, completed and executed together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and provided, that notwithstanding anything to the contrary in this Section 3.01(e), the completion, execution and submission of the documentation described in this clause (ivv) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. If a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times as reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for the purposes of this clause (D)paragraph, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding the foregoing, no Lender or any Participant shall be required to deliver any form or other document under this Section 3.01(e) that it is not legally entitled to deliver.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(ASections 9.01(e)(ii)(A), (Be)(ii)(B) or and (D)e)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender; provided, however, that the Lender shall not be entitled to any increased amounts under Section 9.01(a) or to indemnification under Section 9.01(c)(i) if it fails to complete, execute and submit such documentation on the basis of material unreimbursed costs or expenses or material prejudice to the legal or commercial position of the Lender unless it is the general policy or practice of the Lender to do so in similar circumstances. (ii) Without limiting the generality of the foregoing:, with respect to the Co-Borrower, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies originals of IRS Form W‑9 W-9 (or successor form) certifying that such Lender is exempt from United States federal U.S. Federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1I) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E W-8BEN-E (or successor form) establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E W-8BEN-E (or successor form) establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2II) duly completed, valid, executed copies originals of IRS Form W‑8ECI W-8ECI (or successor form); (3III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E W-8BEN- E (or successor form); or (4IV) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY W 8IMY (or successor form), accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN W-8BEN or W-8BEN-E (or successor form), IRS Form W‑8BEN‑E (or any successor form), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W‑9 (or successor form)W-9, and/or any successor form or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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. . (iii) Each Recipient Lender agrees that if any form or certification it previously delivered pursuant to this Section 9.01 expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender (which solely for purposes of this Section 3.01(f) shall include the Administrative Agent) that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(ASections 3.01(f)(ii), (B) or and (D)) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies originals of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid properly completed and executed copies originals of IRS Form W‑8BEN W-8BEN (or successor form) or IRS Form W‑8BEN‑E (or applicable successor form) establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, properly completed and executed originals of IRS Form W‑8BEN W-8BEN (or successor form) or IRS Form W‑8BEN‑E (or applicable successor form) establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, properly completed and executed copies originals of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D F-1 to the effect that such Foreign Lender is not neither a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 10-percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or nor a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) properly completed and executed copies originals of IRS Form W‑8BEN W-8BEN (or successor form) or IRS Form W‑8BEN‑E (or applicable successor form); (4) properly completed and executed originals of IRS Form W-8EXP claiming an exemption from withholding Tax; or (45) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, properly completed and executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN W-8BEN (or successor form), IRS Form W‑8BEN‑E (or applicable successor form), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Except with respect to U.K. withholding taxes, any Lender lending to a non-U.K. Borrower that is entitled to an exemption from, from or reduction of withholding Tax tax under the law of the jurisdiction in which the applicable Loan Party is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments made hereunder or under any other Loan Document shall shall, to the extent it may lawfully do so, deliver to Administrative Borrower (with a copy to the Administrative Borrower and the Administrative Agent, at the time or times ) if reasonably requested by the Administrative Borrower or the Administrative Agent (and from time to time thereafter, as requested by Administrative Borrower or Administrative Agent), such properly completed and executed documentation reasonably requested prescribed by the Administrative Borrower Applicable Law or the Administrative Agent any subsequent replacement or substitute form that it may lawfully provide as will permit such payments to be made without withholding or at a reduced rate of withholding; provided, however, that no Lender shall be required to provide any such documentation or form if, in the relevant Lender’s reasonable judgment, doing so would subject such Lender to any material unreimbursed costs or otherwise be disadvantageous to it in any material respect. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall shall, to the extent it may lawfully do so, deliver such other documentation prescribed by applicable Law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower applicable Loan Parties or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything ; provided, however, that no Lender shall be required to the contrary provide any such documentation if, in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(f)(ii)(A), (B) or (D)) shall not be required if in the relevant Lender’s reasonable judgment such completionjudgment, execution or submission doing so would subject such Lender to any material unreimbursed cost costs or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) otherwise be disadvantageous to it in any Lender material respect; and provided, further, that is a U.S. Person shall deliver to the Administrative Borrower may treat any Agent, Lender or Issuing Bank as an “exempt recipient” based on the indicators described in Treasury Regulations Section 1.6049-4(c) and if it may be so treated, such Agent, Lender or Issuing Bank shall not be required to provide such documentation, except to the extent such documentation is required pursuant to the Treasury Regulations promulgated under the Code Section 1441. Each Lender which so delivers any document requested by Administrative Borrower or Administrative Agent in Section 2.15(e) herein further undertakes to deliver to Administrative Borrower (with a copy to Administrative Agent), upon request of Administrative Borrower or Administrative Agent, copies of such requested form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by Administrative Borrower or Administrative Agent, in each case, unless an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Lender becomes a from duly completing and delivering any such form with respect to it. For avoidance of doubt, Borrowers shall not be required to pay additional amounts to any Lender under or Administrative Agent pursuant to this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) certifying that such Lender is exempt from United States federal backup withholding Tax; (B) any Foreign Lender shall, Section 2.15 to the extent it is legally entitled the obligation to do so, deliver to pay such additional amount would not have arisen but for the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a 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 any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article failure of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (Lender or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form); (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form); or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form), accompanied by IRS Form W‑8ECI (or successor form), IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form), a U.S. Tax Compliance Certificate, IRS Form W‑9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (iv) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or the Administrative Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’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), “FATCA” shall include any amendments made to FATCA after the date of this Agreementparagraph. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it Lender and Issuing Bank shall promptly update such form or certification or promptly notify the Administrative Borrower and the Administrative Agent of any change in writing of its legal inability circumstances that would change any claimed Tax exemption or reduction. Each Lender and Issuing Bank shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Borrowers and the Administrative Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable attorneys’ fees) incurred by or asserted against a Borrower or Administrative Agent by any Governmental Authority due to do sosuch Lender’s or Issuing Bank’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to this Section. Each Lender and Issuing Bank authorizes the Administrative Agent to set off any amounts due to the Administrative Agent or the Borrower under this Section against any amounts payable to such Lender or Issuing Bank under any Loan Document.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of any applicable withholding Tax with respect to any payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A), (B) or (D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (Aa) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, two executed copies originals of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Tax; (Bb) any Foreign Lender shall, to the extent it is legally entitled eligible to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid two executed copies originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax treaty and Tax; (y2) with respect to any other applicable payments under any Loan Document, duly completed, valid, two executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and that no interest payments under any Loan Documents are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) two executed copies originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial ownerowner (e.g., duly completedwhere the Lender is a partnership or a participating Lender), valid, two executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (W-8BEN or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partnerpartner(s); (iiic) any Foreign Lender shall, to the extent it is legally entitled eligible to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivd) if a payment made to a Lender under any Loan Document would be subject to United States federal U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by applicable Requirements of Law and at such time or times reasonably requested by the Administrative Borrower or the Administrative Agent such documentation prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and FATCA, to determine that whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (Dd), “FATCA” shall include any amendments made to FATCA after the date of this AgreementEffective Date. Each Recipient Lender agrees that if any form or certification documentation it previously delivered pursuant to this Section 2.14(f) expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification documentation or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability ineligibility to do so. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender pursuant to this Section 2.14(f).

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of of, withholding Tax with respect to payments made under this Agreement or any other Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A2.17(f)(ii)(A), (B2.17(f)(ii)(B) or (D2.17(f)(ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 other Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. 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 other Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, executed copies originals of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c881(c)(3)(B) of the Code, (x) a certificate substantially in the form of Exhibit D J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 10-percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, Code or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (W-8BEN or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W‑9 (or successor form), W-9 and/or other another certification documents document from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and or indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law law as a basis for claiming exemption from from, or a reduction in United States in, U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under this Agreement or any other Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender Xxxxxx has complied with such LenderXxxxxx’s obligations under FATCA or to determine the amount, if any, 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 AgreementAmendment and Restatement Effective Date. Each Recipient Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Each Lender that is entitled to an exemption from, or reduction of withholding Tax with respect to payments made under any Loan Document shall promptly deliver to the Administrative Borrower and the Administrative to Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested by the Administrative Borrower or the Administrative Agent information as will permit Borrower or Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender is subject by Borrower pursuant to backup this Agreement or otherwise to establish such Lender’s status for withholding or information reporting requirementsTax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding two sentencessentence, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(f)(ii)(Aparagraphs (e)(ii)(A), (Be)(ii)(B)(I)-(V) or and (D)e)(iii) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, if Borrower is resident for tax purposes in the United States, (A) any Lender that is a U.S. Person “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies originals of IRS Form W‑9 (W-9 or successor form) certifying that such other documentation or information prescribed by applicable Laws or reasonably requested by Borrower or Agent as will enable Borrower or Agent, as the case may be, to determine whether or not such Lender is exempt from United States federal subject to backup withholding Tax;or information reporting requirements; and (B) any each Foreign Lender shallLender, to the extent it is legally entitled to do so, shall deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (1I) in the case executed originals of a Foreign Lender IRS Form W-8BEN or W-8BEN-E, as applicable, claiming the eligibility for benefits of an income Tax tax treaty to which the United States is a party party, (xII) with respect to payments of interest under any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty;W-8ECI, (2III) duly completed, valid, executed copies originals of IRS Form W‑8ECI (or successor form);W-8IMY and all required supporting documentation, (3IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D E-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the applicable Borrower within the meaning of Section section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form); orW-8BEN-E, as applicable, (4V) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form)W-8BEN, IRS Form W‑8BEN‑E (or successor form)W 8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner;, or (iiiVI) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law Laws as a basis for claiming exemption from or a reduction in United States federal Federal withholding Tax, duly completed, Tax together with such supplementary documentation as may be prescribed by applicable Law Laws to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and. (iviii) if If a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or the Administrative and Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such paymentpayment under FATCA, if any. Solely for purposes of this clause (Diii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. . (iv) Each Recipient agrees Lender shall promptly (A) notify Borrower and Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that if Borrower or Agent make any form withholding or certification it previously delivered expires or becomes obsolete or inaccurate in any respectdeduction for Taxes from amounts payable to such Lender. (v) Each Lender represents and warrants to the Borrower that, as at the date of this Agreement, it shall promptly update is an Australian Qualifying Treaty Party, and in each case has delivered to Borrower, prior to its participation in the Loans, such form or certification or promptly notify the Administrative Borrower properly completed and the Administrative Agent in writing of its legal inability to do soexecuted documentation specified under this Section 3.01(e).

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Withholding Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Withholding Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Withholding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Withholding Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Withholding Agent as will enable the Administrative Agent Borrower or the Administrative Withholding Agent to determine whether or not such Lender 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 5.03(f)(ii)(A), 5.02(f)(ii)(A) and (Bii)(B) or (D)and Section 5.02(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, in the event that the Borrower is a “United States person” as defined in Section 7701(a)(30) of the Code, (A) any Lender that is a U.S. Person “United States person” as defined in Section 7701(a)(3) of the Code shall deliver to the Administrative Borrower and the Administrative Withholding Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Withholding Agent), duly completed, valid, executed copies originals of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Withholding Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Withholding Agent), whichever of the following is applicable: (1) in the case of a 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 any Loan Document, duly completed, valid executed copies originals of the applicable IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8 establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of the applicable IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8 establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty; (2) duly completed, valid, executed copies originals of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholderequityholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (together with any certificate substantially in the form of Exhibit F-2, F-3, or F-4, a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by the applicable IRS Form W‑8ECI (W-8 or successor form), IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form), a U.S. Tax Compliance Certificate, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;; and (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Withholding Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Withholding Agent), executed copies originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Withholding Agent to determine the withholding or deduction required to be made; and (iv) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or the Administrative Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’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), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient Lender 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 Administrative Borrower and the Administrative Withholding Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower Agent and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower Agent or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower Agent or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower Agent or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower Agent or the Administrative Agent as will enable the Administrative Borrower Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(Aparagraphs (A), (B) or and (D) of Section 2.17(f)(ii)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is a U.S. Person “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Borrower Agent and the Administrative Agent on or prior to about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Agent or the Administrative Agent), duly completed, valid, two (2) executed copies of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower Agent and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Agent or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower Agent or the Subsidiary Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower Agent or the Subsidiary Borrower described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form)W-8BEN, IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and or indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower Agent and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Agent or the Administrative Agent), executed copies of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower Agent or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower Agent and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower Agent 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or Agent and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender Xxxxxx has complied with such LenderXxxxxx’s obligations under FATCA or to determine the amount, if any, 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. (E) On or before the date the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall provide to the Borrower Agent, two duly-signed, properly completed copies of the documentation prescribed in clause (i) or (ii) below, as applicable (together with all required attachments thereto): (i) IRS Form W-9 or any successor thereto, or (ii) (A) IRS Form W-8ECI or any successor thereto, and (B) with respect to payments received on account of any Lender, a U.S. branch withholding certificate on IRS Form W-8IMY or any successor thereto evidencing its agreement with the Borrower Agent to be treated as a U.S. person for U.S. federal withholding purposes. At any time thereafter, the Administrative Agent shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower Agent. Each Recipient Lender 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 certification, provide such successor form, or promptly notify the Administrative Borrower Agent and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to any payments made under any Loan Document shall deliver to the Administrative Opco Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Opco Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Opco Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Opco Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or as reasonably requested by the Administrative Opco Borrower or the Administrative Agent as will enable the Administrative Agent Opco Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A), (B) or (D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a U.S. Person shall deliver to the Administrative Opco Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Opco Borrower or the Administrative Agent), duly completed, valid, an executed copies copy of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled eligible to do so, deliver to the Administrative Opco Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Opco Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Documentparty, duly completed, valid an executed copies copy of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completedin the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, valid, an executed copies copy of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D D-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” that is related to any Borrower as described in Section 881(c)(3)(C) of the Code and that no payment under any Loan Document is effectively connected with such Foreign Lender’s conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) an executed copies original copy of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial ownerowner (e.g., duly completeda partnership or a participating Lender), valid, an executed copies copy of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (W-8BEN or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partnerpartner(s); (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Opco Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Opco Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Opco Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Opco Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Administrative Opco 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 Administrative Opco Borrower or the Administrative Agent as may be necessary for the Administrative Opco Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such LenderLxxxxx’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause (DSection 2.17(f)(ii)(D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient Lender agrees that if any form or certification documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification documentation or promptly notify the Administrative Opco Borrower and the Administrative Agent in writing of its legal inability to do so. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lxxxxx to the Administrative Agent pursuant to this Section 2.17(f).

Status of Lenders. (i) Any Each Lender that is entitled shall, at such times as are reasonably requested by the applicable Borrower or the Applicable Agent, provide such Borrower and the Applicable Agent with any documentation prescribed by Law, or reasonably requested by such Borrower or the Applicable Agent, certifying as to any entitlement of such Lender to an exemption from, or reduction of in, any withholding Tax with respect to any payments to be made to such Lender under the Credit Documents. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any Loan Document shall material respect, deliver promptly to the Administrative such Borrower and the Administrative Agent, at the time Applicable Agent updated or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed other appropriate documentation (including any new documentation reasonably requested by the Administrative applicable Withholding Agent) or promptly notify such Borrower and the Applicable Agent of its legal ineligibility to do so. For the avoidance of doubt, unless the applicable Withholding Agent has received forms or the Administrative Agent as will permit other documentation satisfactory to it indicating that payments under any Credit Document to or for a Lender are not subject to withholding Tax or are subject to such payments to be made without withholding or Tax at a reduced rate of withholding. In additionpursuant to an applicable tax treaty, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, applicable Withholding Agent shall deliver such other documentation prescribed withhold amounts required to be withheld by applicable Law or as reasonably requested by from such payment at the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup maximum applicable withholding or information reporting requirementsrate. 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 5.03(f)(ii)(A), (B) or (D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, in the event that any Borrower is not a Foreign Borrower: (Ai) any Each U.S. Lender that is a U.S. Person shall deliver to the Administrative Parent Borrower and the Administrative Agent on or prior to before the date on which such Lender it becomes a Lender under party to this Credit Agreement (and from time to time thereafter when required by Law or upon the reasonable request of the Administrative Parent Borrower or the Administrative Agent), ) two properly completed and duly completed, valid, executed signed original copies of IRS Internal Revenue Service Form W‑9 W-9 (or any successor form) certifying that such Lender is exempt from United States U.S. federal backup withholding Tax;withholding, (Bii) any Each Foreign Lender shall, to the extent it is legally entitled to do so, shall deliver to the Administrative Parent Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipient) on or prior to before the date on which such Foreign Lender it becomes a Lender under party to this Credit Agreement (and from time to time thereafter when required by Law or upon the reasonable request of the Administrative Parent Borrower or the Administrative Agent), ) whichever of the following is applicable: (1A) two duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for benefits of an income tax treaty to which the United States of America is a party. (B) two duly completed copies of Internal Revenue Service Form W-8ECI (or any successor forms), (C) in the case of a 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 any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form); (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Internal Revenue Code, (x) a certificate certificate, in substantially in the form of Exhibit D Xxxxxxx 0.00(x)-0, -0, -0, xx -0 (xxx such certificate a “United States Tax Compliance Certificate”), or any other form approved by the Administrative Agent, to the effect that such Foreign Lender 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 applicable Parent Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (Internal Revenue Code, and that no payments in connection with the Credit Documents are effectively connected with such Lender’s conduct of a “U.S. Tax Compliance Certificate”) trade or business and (y) executed two duly completed copies of IRS Internal Revenue Service Form W‑8BEN W-8BEN or W-8BEN-E (or any successor form) or IRS Form W‑8BEN‑E (or successor formforms); or, (4D) to the extent a Foreign Lender is not the beneficial ownerowner (for example, duly completedwhere the Lender is a partnership, validor is a Lender that has granted a participation), executed copies of IRS Internal Revenue Service Form W‑8IMY W-8IMY (or any successor form)forms) of the Lender, accompanied by IRS a Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form)X-0XXX xx X-0XXX-X, IRS Form W‑8BEN‑E (or successor form), a U.S. Xxxxxx Xxxxxx Tax Compliance Certificate, IRS Form W‑9 W-9, Form W-8IMY (or other successor form), and/or forms) or any other certification documents required information from each beneficial owner, as applicable; applicable (provided that that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. the United States Tax Compliance Certificate shall be provided by such Lender on behalf of each such direct and or indirect partner;partner(s)), (iiiE) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, tax duly completed, completed together with such supplementary documentation as may be prescribed by applicable Law Laws to permit the Administrative Borrower or the Administrative applicable Withholding Agent to determine the withholding or deduction required to be made; andmade on any payments to such Lender under the Credit Documents, or (ivF) the Administrative Agent (and any assignee or successor) will deliver, to the Parent Borrower, on or prior to the execution and delivery of this Agreement (or, assignment or succession, if applicable), either (i) (A) two (2) executed copies of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent for its own account and (B) two (2) 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 receives for the account of others, or (ii) two (2) executed copies of IRS Form W-9, whichever is applicable, and in each case of (i) and (ii), with the effect that the Parent Borrower can make payments to the Administrative Agent without deduction or withholding of any Taxes imposed by the United States. (iii) If a payment made to a Lender under any Loan Credit Document would be subject to United States U.S. federal withholding Tax tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section Sections 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Administrative Parent Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Administrative Parent 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 Administrative Parent Borrower or the Administrative Agent as may be necessary for the Administrative Parent Borrower or and the Administrative Agent to comply with its obligations under their FATCA and obligations, to determine that whether such Lender has or has not complied with such Lender’s FATCA obligations under FATCA or and to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D3.01(e)(iii), “FATCA” FATCA shall include any amendments made to FATCA after the date of this Agreementagreement. Each Recipient agrees that if Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly update that such form or certification or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability Lender is not legally eligible to do sodeliver.

Status of Lenders. (i) Any Lender (which, solely for purposes of this Section 2.13(e), shall include the Administrative Agent) that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and (with a copy to the Administrative Agent), at the time or times prescribed by applicable Requirements of Law or reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested prescribed by the Administrative Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, in the case of any withholding tax other than U.S. federal withholding taxes, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(f)(ii)(A), (B) or (D)) forms shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies originals of IRS Internal Revenue Service Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Tax;. (B) any Each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (1i) in the case executed copies of a Foreign Lender Internal Revenue Service Form W-8BEN, Form W-8BEN-E or any successor form claiming the eligibility for benefits of an income Tax tax treaty to which the United States of America is a party party, (xii) with respect to payments of interest under any Loan Document, duly completed, valid executed copies of IRS Internal Revenue Service Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty;W-8ECI, (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form); (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate non-bank tax certificate, in substantially in the form of Exhibit D L-1 to the effect that such 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 applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code related to Borrower (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Internal Revenue Service Form W‑8BEN (W-8BEN, Form W-8BEN-E or any successor form) or IRS Form W‑8BEN‑E (or successor form); or, (4iv) to the extent a Foreign Lender is not the beneficial ownerowner for U.S. federal income tax purposes (for example, duly completed, validwhere the Foreign Lender is a partnership or participating Lender granting a typical participation), executed copies of IRS Internal Revenue Service Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS a Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form)W-8BEN, IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit L-3 or Exhibit X-0, IRS Form W‑9 (or successor form)Xxxx X-0, and/or other certification documents from each beneficial owner, as applicable; applicable; provided that that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate Certificate, in substantially the same form of Exhibit L-2, on behalf of each such direct and indirect partner;beneficial owner(s), or (iiiv) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, tax duly completed, completed together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and. (ivC) if If a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i147 1 (b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause (DC), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient . (D) In addition, each Lender agrees that if any form from time to time after the date it becomes a Lender, when a lapse in time or change in the Lender’s circumstances renders the previous certification it previously delivered expires or becomes expired, obsolete or inaccurate in any material respect, it shall promptly update such form or certification or promptly notify will, to the Administrative extent legally able to do so, deliver to Borrower and the Administrative Agent two new accurate and executed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (or Form W-8BEN-E) (with respect to the benefits of any income tax treaty), a non-bank tax certificate and a Form W-8BEN (or Form W-8BEN-E) (with respect to the portfolio interest exemption) or Internal Revenue Service Form W-8IMY, as the case may be, and such other forms as may be required in writing order to confirm or establish the entitlement of its legal inability such Lender to do soa continued exemption from or reduction in United States federal withholding tax with respect to payments under the Loan Documents or promptly notify Borrower and the Administrative Agent of any change in the Non-U.S. Lender’s circumstances which would modify or render invalid any previously claimed exemption or reduction.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(ASections 3.03(g)(ii)(A), (Bii)(B) or and (D)ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, in the event that the Borrower is a U.S. Borrower, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies originals of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, executed copies originals of IRS Form W‑8ECI W-8ECI claiming that specified payments (as applicable) hereunder or successor form)any other Loan Documents (as applicable) constitute income that is effectively connected with such Foreign Lender’s trade or business in the United States; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form)W-8BEN, IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of of, withholding Tax with respect to payments made under this Agreement or any other Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A2.17(f)(ii)(A), (B2.17(f)(ii)(B) or (D2.17(f)(ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States federal U.S. Federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 other Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN establishing an exemption from, or reduction of, United States federal U.S. 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 other Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN establishing an exemption from, or reduction of, United States federal U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, executed copies originals of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 10-percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, Code or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form)W-8BEN; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W‑9 (or successor form), W-9 and/or other another certification documents document from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and or indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law law as a basis for claiming exemption from from, or a reduction in United States federal in, U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under this Agreement or any other Loan Document would be subject to United States federal U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 AgreementEscrow Date. Each Recipient Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any The Administrative Agent or any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Administrative Agent or any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A2.17(f)(ii)(A), (Bii)(B) or and (D)ii)(D) below) shall not be required if in the Lenderapplicable Recipient’s reasonable judgment such completion, execution or submission would subject such Lender Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, in the event that the Borrower is a U.S. Person, (A) the Administrative Agent and any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which the Administrative Agent becomes the Administrative Agent or such Lender Xxxxxx becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, an executed copies copy of IRS Form W‑9 (or successor form) W-9 certifying that the Administrative Agent or such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid an executed copies copy of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States federal U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completedin the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, valid, an executed copies copy of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D C-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copies copy of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, an executed copies copy of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (W-8BEN or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit C-3 or Exhibit C-4, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States federal U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender Recipient under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender 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 Lender Recipient shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender Recipient has complied with such LenderXxxxxx’s obligations under FATCA or to determine the amount, if any, 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 Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of of, withholding Tax with respect to payments made under this Agreement or any other Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A2.15(f)(ii)(A), (B2.15(f)(ii)(B) or (D2.15(f)(ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing: (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States federal U.S. Federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 other Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN establishing an exemption from, or reduction of, United States federal U.S. 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 other Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN establishing an exemption from, or reduction of, United States federal U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, executed copies originals of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, Code or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form)W-8BEN; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W‑9 (or successor form), W-9 and/or other another certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and or indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law law as a basis for claiming exemption from from, or a reduction in United States federal in, U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under this Agreement or any other Loan Document would be subject to United States federal U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Each Lender that is entitled to an exemption from, or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such any properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A), (B) or (D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any U.S. Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a U.S. Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two executed originals (or more if reasonably requested by the Borrower or the Administrative Agent) of IRS Form W-9 (or any successor forms) certifying that such Lender is exempt from U.S. federal backup withholding; (B) any Foreign Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two executed originals of whichever of the following is applicable: (i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party, executed originals of IRS Form W-8BEN (or any successor forms) establishing an exemption from, or reduction in, U.S. federal withholding Tax; (ii) executed originals of IRS Form W-8ECI (or any successor forms); (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and that no interest payments are considered effectively connected with a U.S. trade or business of such Foreign Lender (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN (or any successor forms); or (iv) to the extent a Foreign Lender is not the beneficial owner (e.g., where the Foreign Lender is a partnership or has assigned its beneficial ownership to a Participant), executed originals of IRS Form W-8IMY (or any successor forms), accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and not a participating Lender and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; (C) any Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, two executed copies of IRS Form W‑9 originals (or successor form) certifying that such Lender is exempt from United States federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be more if reasonably requested by the Recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a 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 any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form); (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form); or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form), accompanied by IRS Form W‑8ECI (or successor form), IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form), a U.S. Tax Compliance Certificate, IRS Form W‑9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Applicable Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower or the Administrative Agent such documentation prescribed by applicable Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and FATCA, to determine that whether such Lender has complied with such Lender’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), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. iii) Each Recipient Lender agrees that if any form form, certification or certification other documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form form, certification or certification other documentation promptly or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do so. (iv) Notwithstanding any other provision of this Section 3.11(e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(ASections 3.03(g)(ii)(A), (Bii)(B) or and (D)ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, in the event that the Borrower is a U.S. Borrower, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies originals of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article Article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article Article of such Tax tax treaty; (2) duly completed, valid, executed copies originals of IRS Form W‑8ECI W-8ECI claiming that specified payments (as applicable) hereunder or successor form)any other Loan Documents (as applicable) constitute income that is effectively connected with such Foreign Lender’s trade or business in the United States; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form)W-8BEN, IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender (which solely for purposes of this Section 3.01(f) shall include the Administrative Agent) that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(ASections 3.01(f)(ii), (B) or and (D)) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies originals of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid properly completed and executed copies originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E W-8BEN-E (or applicable successor form) establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form); (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form); or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form), accompanied by IRS Form W‑8ECI (or successor form), IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form), a U.S. Tax Compliance Certificate, IRS Form W‑9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (iv) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or the Administrative Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’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), “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 promptly update such form or certification or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower LiventArcadium and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower LiventArcadium or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower LiventArcadium or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower LiventArcadium or the Administrative Agent, shall deliver such other documentation prescribed by the applicable Requirements of Law or as reasonably requested by the Administrative Borrower LiventArcadium or the Administrative Agent as will enable the Administrative Agent Borrower LiventArcadium or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(Aclauses (g)(ii)(A), (Bii)(B) or and (D)ii)(D) of this Section 2.10) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower LiventArcadium and the Administrative Agent on or prior to about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower LiventArcadium or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower LiventArcadium and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower LiventArcadium or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable either Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrowers as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form)W-8BEN, IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower LiventArcadium and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower LiventArcadium or the Administrative Agent), executed copies of any other form prescribed by the applicable Requirements of Law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by the applicable Requirements of Law to permit the Administrative Borrower LiventArcadium or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower LiventArcadium and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower LiventArcadium or the Administrative Agent such documentation prescribed by the applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Borrower LiventArcadium or the Administrative Agent as may be necessary for the Administrative Borrower or LiventArcadium and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender Xxxxxx has complied with such LenderXxxxxx’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), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient Lender 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 Administrative Borrower LiventArcadium and the Administrative Agent in writing of its legal inability to do so. (E) Each party which becomes a Lender on the day on which this Agreement is entered into confirms that, on such date, it is an Irish Qualifying Lender (other than an Irish Treaty Lender), unless it notifies Arcadium and the Administrative Agent in writing that it is not an Irish Qualifying Lender or is an Irish Treaty Lender. Each party which becomes a Lender after the date of this Agreement shall indicate, in the Assignment and Acceptance which it executes on becoming a Lender and for the benefit of the Administrative Agent and without liability to any Borrower, which of the following categories it falls in: (a) an Irish Qualifying Lender (other than an Irish Treaty Lender); (b) an Irish Treaty Lender or (c)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Credit Document shall deliver to the Administrative Borrower Parent and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower Parent or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower Parent or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower Parent or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or as reasonably requested by the Administrative Borrower Parent or the Administrative Agent as will enable the Administrative Agent Borrower Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission any other provision of such documentation (other than such documentation set forth in this Section 5.03(f)(ii)(A4.04(f), (B) or (D)) a Lender shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject to deliver any form that such Lender is not legally eligible to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.deliver. ​ (ii) Without limiting the generality of the foregoing:, ​ (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower Parent and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Parent or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Tax;tax; ​ (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower Parent and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Parent or the Administrative Agent), whichever of the following is applicable:: ​ (1) in the case of a Foreign Lender 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 any Loan Credit Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Credit Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty;; ​ (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form);W-8ECI; ​ (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower Parent within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code in customary form consistent with the Model Credit Agreement Provisions of the Loan Syndications and Trading Association (a “U.S. Tax ​ ​ Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (W-8BEN or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, IRS Form W‑9 (W-9, or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;; ​ (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower Parent and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Parent or the Administrative Agent), executed copies of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Credit Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower Parent and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower Parent 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 Administrative Borrower Parent or the Administrative Agent as may be necessary for the Administrative Borrower or the Borrowers and Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause (DSection 4.04(f)(ii)(D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. ​ Each Recipient Lender 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 Administrative Borrower Parent and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax Tax, with respect to payments made hereunder or under any other Loan Document shall deliver to the Administrative Borrower and (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A3.01(f)(ii)(A), (Bii)(B) or and (D)ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is not a U.S. Person Foreign Lender shall deliver to the Administrative 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 Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, ) executed copies originals of IRS Form W‑9 W9 (or any successor form) certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable:; (1i) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid executed copies originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W8-BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2ii) duly completed, valid, executed copies originals of IRS Form W‑8ECI (or successor form)W-8ECI; (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D E-1 to the effect that such 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 applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form); orW-8BEN-E, as applicable; (4iv) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies originals of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by an underlying IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (W-8BEN or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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. For purposes of this Section 3.01, the term “applicable law” shall include FATCA. Each Recipient Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any The Administrative Agent or any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Administrative Agent or any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A2.17(f)(ii)(A), (Bii)(B) or and (D)ii)(D) below) shall not be required if in the Lenderapplicable Recipient’s reasonable judgment such completion, execution or submission would subject such Lender Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, in the event that the Borrower is a U.S. Person, (A) the Administrative Agent and any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which the Administrative Agent becomes the Administrative Agent or such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, an executed copies of IRS Form W‑9 (or successor form) W-9 certifying that the Administrative Agent or such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid an executed copies of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States federal U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completedin the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, valid, an executed copies of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D C-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copies of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, an executed copies of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (W-8BEN or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies version of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States federal U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender Recipient under any Loan Document would be subject to United States federal U.S. Federal withholding Tax imposed by FATCA if such Lender 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 Lender Recipient shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender Recipient has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any The Administrative Agent or any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Administrative Agent or any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A2.17(f)(ii)(A), (Bii)(B) or and (D)ii)(D) below) shall not be required if in the Lenderapplicable Recipient’s reasonable judgment such completion, execution or submission would subject such Lender Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, in the event that the Borrower is a U.S. Person, (A) the Administrative Agent and any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which the Administrative Agent becomes the Administrative Agent or such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, an executed copies of IRS Form W‑9 (or successor form) W-9 certifying that the Administrative Agent or such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Document, duly completed, valid an executed copies of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States federal U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completedin the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, valid, an executed copies of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D C-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copies of IRS Form W‑8BEN (W-8BEN or successor form) or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, an executed copies of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (W-8BEN or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies versions of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States federal U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender Recipient under any Loan Document would be subject to United States federal U.S. Federal withholding Tax imposed by FATCA if such Lender 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 Lender Recipient shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender Recipient has complied with such Lender’s obligations under FATCA or to determine the amount, if any, 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 Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Credit Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(Aparagraphs (f)(ii)(A), (Bf)(ii)(B) or and (D)f)(ii)(D) of this Section 4.04) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) (a “Foreign Lender Lender”) shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as ​ shall be requested by the Recipientrecipient) on or prior to about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in x. xx the case of a Foreign Lender 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 any Loan Credit Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Credit Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, ii. executed copies of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in xxx. xx the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D D-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Administrative Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Administrative Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form)W 8BEN-E; or (4) to xx. xx the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (or successor form)W-8BEN, IRS Form W‑8BEN‑E (or successor form)W 8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W‑9 (or successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Credit Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or Borrowers and the Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender Xxxxxx has complied with such LenderXxxxxx’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), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient Lender 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 Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax Tax, with respect to payments made hereunder or under any other Loan Document shall deliver to the Administrative Borrower and (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or as reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the Administrative Agent Borrower or the Administrative Agent to determine whether or not such Lender 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 5.03(f)(ii)(A3.01(f)(ii)(A), (Bii)(B) or and (D)ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is not a U.S. Person Foreign Lender shall deliver to the Administrative 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 Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), duly completed, valid, ) executed copies originals of IRS Form W‑9 W-9 (or any successor form) certifying that such Lender is exempt from United States U.S. federal backup withholding Tax;tax (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a 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 any Loan Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form); (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) or IRS Form W‑8BEN‑E (or successor form); or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form), accompanied by IRS Form W‑8ECI (or successor form), IRS Form W‑8BEN (or successor form), IRS Form W‑8BEN‑E (or successor form), a U.S. Tax Compliance Certificate, IRS Form W‑9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative 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 Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (iv) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Administrative 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 Administrative Borrower or the Administrative Agent as may be necessary for the Administrative Borrower or the Administrative Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’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), “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 promptly update such form or certification or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of withholding Tax with respect to payments made under any Loan Credit Document shall deliver to the Administrative Borrower Parent and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower Parent or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower Parent or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower Parent or the Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or as reasonably requested by the Administrative Borrower Parent or the Administrative Agent as will enable the Administrative Agent Borrower Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission any other provision of such documentation (other than such documentation set forth in this Section 5.03(f)(ii)(A4.04(f), (B) or (D)) a Lender shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject to deliver any form that such Lender is not legally eligible to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lenderdeliver. (ii) Without limiting the generality of the foregoing:, (A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower Parent and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Parent or the Administrative Agent), duly completed, valid, executed copies of IRS Form W‑9 (or successor form) W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding Taxtax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower Parent and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Parent or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender 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 any Loan Credit Document, duly completed, valid executed copies of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “interest” article of such Tax tax treaty and (y) with respect to any other applicable payments under any Loan Credit Document, duly completed, valid, executed originals of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form) W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax tax treaty; (2) duly completed, valid, executed copies of IRS Form W‑8ECI (or successor form)W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower Parent within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code in customary form consistent with the Model Credit Agreement Provisions of the Loan Syndications and Trading Association (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or successor form) W-8BEN or IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, duly completed, valid, executed copies of IRS Form W‑8IMY (or successor form)W-8IMY, accompanied by IRS Form W‑8ECI (or successor form)W-8ECI, IRS Form W‑8BEN (W-8BEN or successor form), IRS Form W‑8BEN‑E (or successor form)W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, IRS Form W‑9 (W-9, or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (iiiC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower Parent and the Administrative Agent (in such number of copies as shall be requested by the Recipientrecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower Parent or the Administrative Agent), executed copies of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in United States U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Administrative Borrower Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and (ivD) if a payment made to a Lender under any Loan Credit Document would be subject to United States U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower Parent and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Administrative Borrower Parent 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 Administrative Borrower Parent or the Administrative Agent as may be necessary for the Administrative Borrower or the Borrowers and Administrative Agent to comply with its their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this clause (DSection 4.04(f)(ii)(D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient Lender 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 Administrative Borrower Parent and the Administrative Agent in writing of its legal inability to do so.