Common use of Status of Recipients Clause in Contracts

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Agent or such Funding Agent as will enable the Borrower, the Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of Internal Revenue Service Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of Internal Revenue Service Form W-8ECI (or any successor form); (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form); or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form), a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Agent or such Funding 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 Borrower, the Agent or such Funding Agent as may be necessary for the Borrower, the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine whether or not such 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 clauses (ii)(aSections 2.15(g)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent Borrower or such Funding Administrative Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate (in a form reasonably acceptable to the Borrower) to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each case, any successor form)as applicable; or (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance Certificate, Internal Revenue Service IRS Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (cC) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding 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 Borrower, Borrower or the Agent or such Funding Administrative Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Administrative Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Paying Agent and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), executed originals of Internal Revenue Service Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Paying Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service Form W-8ECI (or any successor form); (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms); or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Internal Revenue Service Form W-8ECIW-8ECI (or any successor form), Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms), a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Paying Agent or such Funding Agent to determine the withholding or deduction required to be made; and; (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Paying Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Paying Agent or such Funding 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 Borrower, the Paying Agent or such Funding Agent as may be necessary for the Borrower, the Paying Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount 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; and (e) on or before the date hereof the Administrative Agent, and on or before the date each Funding Agent becomes a Funding Agent hereunder (and, in each case, from time to time thereafter upon the reasonable request of the Borrower), the Administrative Agent or such Funding Agent, as applicable, shall (1) deliver to the Borrower an executed IRS Form W-9 certifying that it is exempt from U.S. federal backup withholding Tax or (2) a U.S. branch withholding certificate on IRS Form W-8IMY (or any successor form) evidencing its agreement with the Borrower to be treated as a U.S. Person (with respect to amounts received on account of any Lender) and IRS Form W-8ECI (or any successor forms) (with respect to amounts received on its own account), with the effect that, in any case, the Borrower will be entitled to make payments hereunder to the Administrative Agent or such Funding Agent without withholding or deduction on account of U.S. federal withholding Tax. Each of the Administrative Agent and the Funding Agents agree that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Paying Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent Borrower and the related Funding Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will enable the Borrower, Borrower or the Agent or such Funding Agent to determine whether or not such Recipient 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 by any Lender (other than such documentation set forth in clauses (ii)(aSections 2.14(f)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. (ii) Without limiting the generality of the foregoing, (aA) any Recipient Lender that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), whichever of the following is applicable: (1i) in the case of a Recipient 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 Transaction Loan Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2ii) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3iii) in the case of a Recipient 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 E-1 to the effect that such Recipient 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 Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable; or (4iv) to the extent a Recipient Foreign Lender is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit E-2 or Exhibit E-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient Foreign Lender is a partnership and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient 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; (cC) any Recipient which is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals copies of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Borrower, Borrower or the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient Lender under any Transaction Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient 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 Recipient Lender shall deliver to the Borrower, the Agent Borrower and the related Funding Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient Lender has complied with such RecipientLender’s obligations under FATCA or to determine the amount 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 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 update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Solely for the purpose of this Section 5.03(f), the term “Lender” shall include the Issuing Bank. Any Recipient Lender that is entitled to an exemption from or reduction of withholding Tax tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent and the related Funding Withholding Agent, at the time or times reasonably requested by the Borrower, the Agent or such Funding Withholding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Agent or such Funding Withholding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Agent or the related Funding Withholding Agent, shall deliver such other documentation prescribed by applicable Law Governmental Requirements or reasonably requested by the Borrower, the Agent or such Funding Withholding Agent as will enable the Borrower, the Agent or such Funding Withholding Agent to determine whether or not such Recipient 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 clauses (ii)(a), (ii)(bSection 5.03(f)(ii)(A) and (ii)(dSection 5.03(f)(ii)(B) and Section 5.03(g) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. (ii) Without limiting the generality of the foregoing, (aA) any Recipient Lender that is a U.S. Person “United States person” (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower, the Agent and the related Funding Withholding Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Withholding Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal backup withholding taxTax; (bB) any Recipient that is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Withholding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Withholding Agent), whichever of the following is applicable: (1) in the case of a Recipient 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 Transaction Loan Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient 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 E-1 to the effect that such Recipient 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 Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each case, any successor form)as applicable; or (4) to the extent a Recipient Foreign Lender is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor formas applicable), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit E-2 or Exhibit E-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient Foreign Lender is a partnership and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient 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;; and (ciii) any Recipient which is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Withholding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Withholding Agent), executed originals copies of any other form prescribed by applicable Law Governmental Requirements as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law Governmental Requirements to permit the Borrower, the Agent or such Funding Withholding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Agent or such Funding 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 Borrower, the Agent or such Funding Agent as may be necessary for the Borrower, the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient Lender agrees that if any form or certification it previously delivered under this Section 5.03 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Withholding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent Borrower and the related Funding Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will enable the Borrower, Borrower or the Agent or such Funding Agent to determine whether or not such Recipient 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 by any Lender (other than such documentation set forth in clauses (ii)(aSections 2.14(f)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. (ii) Without limiting the generality of the foregoing, (aA) any Recipient Lender that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), whichever of the following is applicable: (1i) in the case of a Recipient 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 Transaction Loan Document, executed originals of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN W‑8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2ii) executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3iii) in the case of a Recipient 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 E-1 to the effect that such Recipient 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 Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(B881(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 originals of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable; or (4iv) to the extent a Recipient Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit E-2 or Exhibit E-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient Foreign Lender is a partnership and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient 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; (cC) any Recipient which is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Borrower, Borrower or the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient Lender under any Transaction Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient 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 Recipient Lender shall deliver to the Borrower, the Agent Borrower and the related Funding Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient Lender has complied with such RecipientLender’s obligations under FATCA or to determine the amount 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 Agreement. Each Recipient The Agent and each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Foreign Recipient that is entitled to an exemption 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 Transaction other Loan Document shall deliver to the Borrower, Borrower (with a copy to the Agent and the related Funding Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested prescribed by the Borrower, the Agent or such Funding Agent Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient , in the event that the Borrower is a U.S. Person resident for tax purposes in the United States, any Foreign Recipient shall deliver to the Borrower, the Agent Borrower and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of Internal Revenue Service Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of Internal Revenue Service Form W-8ECI (or any successor form); (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form); or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form), a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Recipient becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the BorrowerBorrower or the Administrative Agent, the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA but only if such Foreign 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Agent or such Funding 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 Borrower, the Agent or such Funding Agent as may be necessary for the Borrower, the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability is legally entitled to do so.), whichever of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Paying Agent and the related Funding Agent on or prior to about the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), executed originals copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Paying Agent or such Funding Agent) on or prior to about the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service Form W-8ECI (or any successor form); (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, or if the Borrower is a disregarded entity for U.S. federal income tax purposes, the BorrowerXxxxxxxx’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms); or (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Internal Revenue Service Form W-8ECIW-8ECI (or any successor form), Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor form), a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to about the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), executed originals copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Paying Agent or such Funding Agent to determine the withholding or deduction required to be made; and; (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Paying Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Paying Agent or such Funding 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 Borrower, the Paying Agent or such Funding Agent as may be necessary for the Borrower, the Paying Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement; and (e) on or before the date hereof each of the Administrative Agent, and on or before the date each Funding Agent becomes a Funding Agent hereunder, of amounts either received on account of any Lender or on its own account, under any Transaction Document, such Administrative Agent and Funding Agent, as applicable, shall (1) deliver to the Borrower an executed IRS Form W-9 certifying that it is exempt from U.S. federal backup withholding Tax or (2) a U.S. branch withholding certificate on IRS Form W-8IMY (or any successor form) evidencing its agreement with the Borrower to be treated as a U.S. Person (with respect to amounts received on account of any Lender) and IRS Form W-8ECI (or any successor forms) (with respect to amounts received on its own account), with the effect that, in any case, the Borrower will be entitled to make payments hereunder to such Administrative Agent or Funding Agent without withholding or deduction on account of U.S. federal withholding Tax. Each of the Administrative Agent and Funding Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Paying Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent Borrower and the related Funding Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will enable the Borrower, Borrower or the Agent or such Funding Agent to determine whether or not such Recipient 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 by any Lender (other than such documentation set forth in clauses Section 2.14(f) (ii)(aii)(A), (ii)(bii)(B) and (ii)(dii)(E) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. (ii) Without limiting the generality of the foregoing, (aA) any Recipient Lender that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), whichever of the following is applicable: (1i) in the case of a Recipient 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 Transaction Loan Document, executed originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2ii) executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3iii) in the case of a Recipient 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 E-1 to the effect that such Recipient 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 Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form); or (4iv) to the extent a Recipient Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit E-2 or Exhibit E-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient Foreign Lender is a partnership and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient 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; (cC) any Recipient which is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Borrower, Borrower or the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (dD) if the Agent is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, the Agent shall deliver to the Borrower, at the time or times reasonably requested by the Borrower, such properly completed and executed documentation reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding, unless, in the Agent’s reasonable judgment, such completion, execution or submission would subject the Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Agent; and (E) if a payment made to a Recipient Lender under any Transaction Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient 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 Recipient Lender shall deliver to the Borrower, the Agent Borrower and the related Funding Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient Lender has complied with such RecipientLender’s obligations under FATCA or to determine the amount 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 Agreement. Each Recipient The Agent and each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the BorrowerBorrower and, in the case of a Lender, the Agent and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine whether or not such Recipient is subject to backup any applicable 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 clauses (ii)(aSection 2.17(f)(ii)(A), (ii)(bii)(B), (ii)(C), (ii)(D) and (ii)(diii) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from not subject to U.S. federal Federal backup withholding tax; (bB) any Recipient that is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), whichever of the following is applicable: (1) in the case of a Recipient Foreign Lender claiming the benefits of an income tax treaty to which the United States U.S. is a party (x) with respect to payments of interest under any Transaction Loan Document, executed originals of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient 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 E-1 to the effect that such Recipient 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 Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form); or (4) to the extent a Recipient Foreign Lender is not the beneficial ownerBeneficial Owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN, IRS Form W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit E-2 or Exhibit E-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial ownerBeneficial Owner, as applicable; provided that if the Recipient Foreign Lender is a partnership and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient 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; (cC) any Recipient which is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Loan Document would be subject to U.S. federal Federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such RecipientLender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymentpayment under FATCA, if any. Solely for purposes of this clause (dD), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. . (iii) Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Administrative Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the BorrowerBorrower Representative and, in the case of a Lender, the Agent and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower Representative or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrowers or the Agent or such Funding Administrative Agent to determine whether or not such Recipient is subject to backup any applicable 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 clauses (ii)(aSection 2.17(f)(ii)(A), (ii)(bii)(B), (ii)(C), (ii)(D) and (ii)(diii) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. (ii) Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrower Representative and the related Funding Administrative Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal Federal backup withholding tax; (bB) any Recipient that is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower Representative and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent), whichever of the following is applicable: (1) in the case of a Recipient 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 Transaction Loan Document, executed originals of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient 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 E-1 to the effect that such Recipient 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 a Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form); or (4) to the extent a Recipient Foreign Lender is not the beneficial ownerBeneficial Owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN, IRS Form W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit E-2 or Exhibit E-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial ownerBeneficial Owner, as applicable; provided that if the Recipient Foreign Lender is a partnership and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient 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; (cC) any Recipient which is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower Representative and the related Funding Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent), executed originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Borrower, Borrowers or the Agent or such Funding Administrative Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Loan Document would be subject to U.S. federal Federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower Representative and the related Funding Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent as may be necessary for the Borrower, Borrower Representative and the Agent and such Funding Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such RecipientLender’s obligations under FATCA or to determine the amount 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 Agreement. . (iii) Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent Borrower Representative and the related Funding Administrative Agent in writing of its legal inability to do so.

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

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Credit Document shall deliver to the Borrower, the Agent applicable Credit Party and the related Funding applicable Administrative Agent, at the time or times reasonably requested by the Borrower, applicable Credit Party or the Agent or such Funding applicable Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, applicable Credit Party or the Agent or such Funding applicable Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent applicable Credit Party or the related Funding applicable Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, applicable Credit Party or the Agent or such Funding Administrative Agent as will enable the Borrower, applicable Credit Party or the Agent or such Funding applicable Administrative Agent to determine whether or not such 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 clauses (ii)(aSection 2.20(e)(ii), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, foregoing (aA) each Recipient that is not a U.S. Person (a “Non-U.S. Recipient”) shall, to the extent such Recipient is legally able to do so, deliver to the applicable Administrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Recipient listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Recipient (in the case of each other Recipient), and at such other times as may be necessary in the determination of Borrower or such Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such Recipient, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Recipient is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax (including backup withholding) with respect to any payments to such Recipient of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Non-U.S. Recipient that is a Lender receiving payments of interest, if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents, and (B) each Recipient that is a U.S. Person (a “U.S. Recipient”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to the Borrower, the applicable Administrative Agent and Borrower on or prior to the related Funding Agent Closing Date (or, if later, on or prior to the date on which such Recipient becomes a Recipient under party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form) ), properly completed and duly executed by such Recipient, certifying that such U.S. Recipient is exempt entitled to an exemption from U.S. federal United States backup withholding tax; (b) any Recipient , or otherwise prove that is not a U.S. Person shall, to the extent it is legally entitled to do sosuch an exemption. Each Recipient required to deliver any forms, deliver certificates or other evidence with respect to the BorrowerUnited States federal income tax withholding matters pursuant to this Section 2.20(e) hereby agrees, the Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon after the reasonable request initial delivery by such Recipient of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Recipient shall promptly deliver to the Borrower, the applicable Administrative Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty for transmission to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals Borrower two new original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of Internal Revenue Service Form W-8ECI (or any successor form); (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form); or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E W-8EXP, W-8IMY and/or W-9 (or, in each case, any successor form), or a U.S. Tax Compliance Certificate, Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-9 W-8BEN (or any successor form), and/or as the case may be, properly completed and duly executed by such Recipient, and such other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient documentation required under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Code and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Agent Borrower to confirm or such Funding 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 Borrower, the Agent or such Funding Agent as may be necessary for the Borrower, the Agent and such Funding Agent to comply with their obligations under FATCA and to determine establish that such Recipient has complied is not subject to deduction or withholding of United States federal income tax with respect to payments to such Recipient’s obligations Recipient under FATCA the Credit Documents, or notify such Administrative Agent and Borrower of its inability to determine deliver any such forms, certificates or other evidence. (iii) Without limiting the amount generality of the foregoing, in relation to deduct and withhold from such payment. Solely a Guarantor resident for tax purposes in Spain (for purposes of this clause (d2.20(e)(iii), a “FATCA” Spanish Guarantor”), before the first day upon which such Spanish Guarantor is to make a payment (or thereafter as required by the applicable tax laws and regulations of Spain), any Recipient that is not resident for tax purposes in Spain shall include any amendments made deliver to FATCA after such Spanish Guarantor, at such Spanish Guarantor’s timely request and through Term Administrative Agent (i) a tax residence certificate duly issued by the tax authorities of such Recipient’s jurisdiction of tax residence accrediting that such Recipient is resident for tax purposes therein or (ii) if such Recipient is resident in a jurisdiction that has entered into a double tax treaty with Spain, a tax residence certificate duly issued by the tax authorities of its jurisdiction of residence accrediting that such Lender is a resident for tax purposes therein for the purposes of the applicable double tax treaty. The tax residence certificates referred to in (i) and (ii) above in this clause 2.20(e)(iii) must have an issue date not earlier than one year preceding the date on which a Spanish Guarantor should make a payment. If additional payments are required to be made by a Spanish Guarantor, at a time where tax residence certificates previously supplied by a Recipient pursuant to (i) and (ii) above of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respectclause 2.20(e)(iii), it shall update are deemed to have expired from a Spanish tax perspective, such form or certification (including providing any new documentation reasonably requested by Spanish Guarantor may request from such Recipients the Borrower and supply of renewed tax residence certificates with the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do sosame content as stated above.

Status of Recipients. (i) Any Each Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, Parent Borrower (with a copy to the Agent and the related Funding Administrative Agent), at the time or times reasonably requested by the Borrower, the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the BorrowerParent Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law or by the Agent or taxing authorities of any jurisdiction and such Funding Agent other reasonably requested information as will enable permit the BorrowerBorrowers or the Administrative Agent, as the Agent or such Funding Agent case may be, to determine (A) whether or not such Recipient is payments made by the Credit Parties hereunder or under any other Loan Document are subject to backup Taxes, (B) if applicable, the required rate of withholding or information reporting requirementsdeduction, 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 by the Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax 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 clauses (ii)(a), (ii)(bSections 3.01(e)(ii)(A) and (ii)(dii)(B) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.Lender (ii) Without limiting the generality of the foregoing,, in the event that a Borrower is resident for tax purposes in the United States: (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of Internal Revenue Service Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the “United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of Internal Revenue Service Form W-8ECI (or any successor form); (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Recipient is not a “bankperson” within the meaning of Section 881(c)(3)(A7701(a)(30) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form); or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form), a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, shall deliver to the Borrower, the Agent Parent Borrower and the related Funding Administrative Agent executed copies of IRS Form W-9 or 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 not subject to backup withholding or information reporting requirements; and (B) each Foreign Lender shall deliver to the Parent 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 Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the BorrowerParent Borrower or the Administrative Agent, the Agent or but only if such Funding AgentForeign Lender is legally entitled to do so), whichever of the following is applicable: (I) duly completed executed originals copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) claiming eligibility for benefits of an income tax treaty to which the United States is a party; (II) duly completed executed copies of IRS Form W-8ECI; (III) 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 H-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 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) duly completed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); (IV) to the extent a Foreign Lender is not the beneficial owner of payments made under any Loan Documents, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), 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 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; or (V) any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. United States federal withholding Tax, tax duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, Borrowers or the Agent or such Funding Administrative Agent to determine the withholding or deduction required to be made; and (dVI) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such each Recipient shall deliver to the Borrower, the Administrative Agent and the related Funding Agent Parent Borrower at the time or times prescribed by applicable Law and at such time or times reasonably requested by the Borrower, Parent Borrower or the Agent or such Funding 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 or reasonably requested by the Borrower, the Administrative Agent or such Funding Agent as may be necessary the Parent Borrower sufficient for the Borrower, the Administrative Agent and such Funding Agent the Borrowers to comply with their obligations under FATCA and to determine that whether payments to such Recipient has complied with such Recipient’s obligations are subject to withholding tax under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause FATCA. (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. iii) Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification promptly (including providing any new documentation reasonably requested by A) notify the Parent Borrower and the related Funding AgentAdministrative 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 sole 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 promptly notify the BorrowerAdministrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. (iv) For purposes of determining withholding Taxes imposed under FATCA, from and after the Closing Date, the Agent Borrowers and the related Funding Administrative Agent in writing shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of its legal inability to do soTreasury Regulation Section 1.1471-2(b)(2)(i).

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine whether or not such 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 clauses (ii)(aSections 2.15(g)(ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent Borrower or such Funding Administrative Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate (in a form reasonably acceptable to the Borrower) to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each case, any successor form)as applicable; or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance Certificate, Internal Revenue Service IRS Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (cC) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding 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 Borrower, Borrower or the Agent or such Funding Administrative Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Administrative Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Facility Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Facility Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent as will enable the Borrower, the Paying Agent or such Funding the Facility Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (iii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Paying Agent and the related Funding Facility Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding the Facility Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Facility Agent (in such number of copies as shall be requested by the Borrower, the Paying Agent or such Funding the Facility Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding the Facility Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient 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 H-1 to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(B871(h)(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 originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E; or (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit H-2 or Exhibit H-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient 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 Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Facility Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding the Facility Agent), executed originals copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Paying Agent or such Funding the Facility Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Paying Agent and the related Funding Facility Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Paying Agent or such Funding the Facility 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 Borrower, the Paying Agent or such Funding the Facility Agent as may be necessary for the Borrower, the Paying Agent and such Funding the Facility Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Paying Agent and the related Funding Facility Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Paying Agent and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), executed originals of Internal Revenue Service Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Paying Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E; or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor form)[***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Paying Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Paying Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Paying Agent or such Funding 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 Borrower, the Paying Agent or such Funding Agent as may be necessary for the Borrower, the Paying Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount 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 update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Paying Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent Borrower and the related Funding Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will enable the Borrower, Borrower or the Agent or such Funding Agent to determine whether or not such Recipient 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 by any Lender (other than such documentation set forth in clauses (ii)(aSections 2.14(f)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. (ii) Without limiting the generality of the foregoing, (aA) any Recipient Lender that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), whichever of the following is applicable: (1i) in the case of a Recipient 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 Transaction Loan Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN W‑8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2ii) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3iii) in the case of a Recipient 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 E-1 to the effect that such Recipient 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 Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable; or (4iv) to the extent a Recipient Foreign Lender is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit E-2 or Exhibit E-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient Foreign Lender is a partnership and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient 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; (cC) any Recipient which is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals copies of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Borrower, Borrower or the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient Lender under any Transaction Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient 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 Recipient Lender shall deliver to the Borrower, the Agent Borrower and the related Funding Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient Lender has complied with such RecipientLender’s obligations under FATCA or to determine the amount 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 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 update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine whether or not such 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 clauses (ii)(aSections 2.14(g)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject 742613903 21686243 such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent Borrower or such Funding Administrative Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate (in a form reasonably acceptable to the Borrower) to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each case, any successor form)as applicable; or (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance Certificate, Internal Revenue Service IRS Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide 742613903 21686243 a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (cC) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of any other form prescribed by applicable Applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Applicable Law to permit the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent such documentation prescribed by applicable 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 Borrower, Borrower or the Agent or such Funding Administrative Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount 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 Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Administrative Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent Borrower and the related Funding Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will enable the Borrower, Borrower or the Agent or such Funding Agent to determine whether or not such Recipient 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 by any Lender (other than such documentation set forth in clauses (ii)(aSections 2.14(f)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. (iii) Without limiting the generality of the foregoing, (aA) any Recipient Lender that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), whichever of the following is applicable: (1i) in the case of a Recipient 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 Transaction Loan Document, executed originals of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN W‑8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;; [[NYCORP:3664832v12::08/15/2017--08:07 PM]] (2ii) executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3iii) in the case of a Recipient 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-1 to the effect that such Recipient 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 Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable; or (4iv) to the extent a Recipient Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit D-2 or Exhibit D-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient Foreign Lender is a partnership and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient 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 or indirect partner; (cC) any Recipient which is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Borrower, Borrower or the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient Lender under any Transaction Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient 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 Recipient Lender shall deliver to the Borrower, the Agent Borrower and the related Funding Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient Lender has complied with such RecipientLender’s obligations under FATCA or to determine the amount 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 Agreement. Each Recipient The Agent and each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.. [[NYCORP:3664832v12::08/15/2017--08:07 PM]]

Status of Recipients. (i) Any Each Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, Parent Borrower (with a copy to the Agent and the related Funding Administrative Agent), at the time or times reasonably requested by the Borrower, the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the BorrowerParent Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law or by the Agent or taxing authorities of any jurisdiction and such Funding Agent other reasonably requested information as will enable permit the BorrowerBorrowers or the Administrative Agent, as the Agent or such Funding Agent case may be, to determine (A) whether or not such Recipient is payments made by the Credit Parties hereunder or under any other Loan Document are subject to backup Taxes, (B) if applicable, the required rate of withholding or information reporting requirementsdeduction, 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 by the Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax 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 clauses (ii)(a), (ii)(bSections 3.01(e)(ii)(A) and (ii)(dii)(B) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.Lender (ii) Without limiting the generality of the foregoing,, in the event that a Borrower is resident for tax purposes in the United States: (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of Internal Revenue Service Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the “United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of Internal Revenue Service Form W-8ECI (or any successor form); (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Recipient is not a “bankperson” within the meaning of Section 881(c)(3)(A7701(a)(30) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form); or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form), a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, shall deliver to the Borrower, the Agent Parent Borrower and the related Funding Administrative Agent executed copies of IRS Form W-9 or 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 not subject to backup withholding or information reporting requirements; and (B) each Foreign Lender shall deliver to the Parent 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 Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the BorrowerParent Borrower or the Administrative Agent, the Agent or but only if such Funding AgentForeign Lender is legally entitled to do so), whichever of the following is applicable: (I) duly completed executed originals copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) claiming eligibility for benefits of an income tax treaty to which the United States is a party; (II) duly completed executed copies of IRS Form W-8ECI; (III) 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 H-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 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) duly completed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); (IV) to the extent a Foreign Lender is not the beneficial owner of payments made under any Loan Documents, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), 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 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; or (V) any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. United States federal withholding Tax, tax duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, Borrowers or the Agent or such Funding Administrative Agent to determine the withholding or deduction required to be made; and (dVI) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such each Recipient shall deliver to the Borrower, the Administrative Agent and the related Funding Agent Parent Borrower at the time or times prescribed by applicable Law and at such time or times reasonably requested by the Borrower, Parent Borrower or the Agent or such Funding 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 or reasonably requested by the Borrower, the Administrative Agent or such Funding Agent as may be necessary the Parent Borrower sufficient for the Borrower, the Administrative Agent and such Funding Agent the Borrowers to comply with their obligations under FATCA and to determine that whether payments to such Recipient has complied with such Recipient’s obligations are subject to withholding tax under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause FATCA. (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. iii) Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification promptly (including providing any new documentation reasonably requested by A) notify the Parent Borrower and the related Funding AgentAdministrative 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 sole 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 promptly notify the BorrowerAdministrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. (iv) For purposes of determining withholding Taxes imposed under XXXXX, from and after the Closing Date, the Agent Borrowers and the related Funding Administrative Agent in writing shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of its legal inability to do soTreasury Regulation Section 1.1471-2(b)(2)(i).

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly 109090915.7 -17- completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Paying Agent and the related Funding Agent on or prior to about the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), executed originals copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Paying Agent or such Funding Agent) on or prior to about the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service Form W-8ECI (or any successor form); (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue 109090915.7 -18- Code, (x) a certificate to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, or if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms); or (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Internal Revenue Service Form W-8ECIW-8ECI (or any successor form), Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor form), a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; ; ◦ (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to about the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), executed originals copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Paying Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Agent or such Funding 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 Borrower, the Agent or such Funding Agent as may be necessary for the Borrower, the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.;

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine whether or not such 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 clauses (ii)(aSections 2.14(g)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent Borrower or such Funding Administrative Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate (in a form reasonably acceptable to the Borrower) to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each case, any successor form)as applicable; or (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance Certificate, Internal Revenue Service IRS Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (cC) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of any other form prescribed by applicable Applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Applicable Law to permit the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent such documentation prescribed by applicable 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 Borrower, Borrower or the Agent or such Funding Administrative Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount 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 Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Administrative Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent Borrowers and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrowers or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrowers or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrowers or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, Borrowers or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrowers or the Agent or such Funding Administrative Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.{N0289348 2 } 64 (ii) Without limiting the generality of the foregoing, , in the event that each Borrower is a U.S. Borrower, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrowers and the related Funding Administrative Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrowers or the Agent or such Funding Administrative Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; ; (bB) any Foreign Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrowers and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Foreign Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrowers or the Agent or such Funding Administrative Agent), whichever of the following is applicable: : (1i) in the case of a Foreign Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Loan Document, executed originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; ; (2iii) executed originals of Internal Revenue Service IRS Form W-8ECI W-8ECI; (or any successor form); (3iv) in the case of a Foreign Recipient 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 5.9.7(A) to the effect that such Foreign Recipient 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 a Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service IRS Form W-8BEN W-8BEN; or W-8BEN-E (or, in each case, any successor form); or (4v) to the extent a Foreign Recipient is not the beneficial owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit 5.9.7(B) or Exhibit 5.9.7(C), Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Recipient is a partnership and one or more direct or indirect partners of such Foreign Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Agent or such Funding 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 Borrower, the Agent or such Funding Agent as may be necessary for the Borrower, the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.{N0289348 2 } 65

Status of Recipients. (i) Any Recipient that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding without, or at a reduced rate of of, withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine whether or not such 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 clauses (ii)(a), (ii)(bSection 2.14(f)(ii) and (ii)(diii) below) shall not be required if if, in the Recipient’s reasonable judgment judgment, such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. Upon the reasonable request of the Borrower or the Administrative Agent, any Recipient shall update any form or certification previously delivered pursuant to this Section 2.14(f). If any form or certification previously delivered pursuant to this Section 2.14(f) expires or becomes obsolete or inaccurate in any respect with respect to a Recipient, such Recipient shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. (ii) Without limiting the generality of the foregoing, (a) , any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of Internal Revenue Service Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent if it is legally entitled eligible to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be reasonably requested by such Borrower and the Borrower, the Agent or such Funding Administrative Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (party hereto, duly completed and from time to time thereafter upon the reasonable request executed copies of the Borrower, the Agent or such Funding Agent), whichever of the following is applicable:applicable (or any successor forms): (1A) in the case of a Recipient that is a U.S. Person, a United States Internal Revenue Service Form W-9 certifying that such Recipient is exempt from U.S. Federal backup withholding tax; (B) in the case of a Non-U.S. Recipient claiming the benefits of an income tax treaty to which the United States is a party party, (x1) with respect to payments of interest under any Transaction Loan Document, executed originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y2) with respect to any other applicable payments under any Transaction Documentthis Agreement, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) W- 8BEN establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of Internal Revenue Service Form W-8ECI (or any successor form); (3C) in the case of a Non-U.S. Recipient for whom payments under this Agreement constitute income that is effectively connected with such Recipient’s conduct of a trade or business in the United States, IRS Form W-8ECI; (D) in the case of a Non-U.S. Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, both (x1) IRS Form W-8BEN and (2) a certificate substantially in the form of Exhibit E (a “US Tax Certificate”) to the effect that such Recipient 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 Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 (a “U.S. Tax Compliance Certificate”) and (yd) executed originals of Internal Revenue Service Form W-8BEN conducting a trade or W-8BEN-E (or, business in each case, any successor form); orthe United States with which the relevant interest payments are effectively connected; (4E) to in the extent case of a Non-U.S. Recipient that is not the beneficial ownerowner of payments made under this Agreement (including a partnership or a participating Recipient), executed originals of Internal Revenue Service (1) an IRS Form W-8IMY on behalf of itself and (or any successor form2) the relevant forms prescribed in clauses (A), accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor formB), a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor formC), and/or other certification documents from (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial ownerowner or partner of such partnership if such beneficial owner or partner were a Recipient; provided, as applicable; provided however, that if the Recipient is a partnership and one or more direct or indirect of its partners of such Recipient are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, such Recipient may provide a U.S. US Tax Compliance Certificate on behalf of each such direct and indirect partner;partners; or (cF) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law law as a basis for claiming exemption from from, or a reduction in of, U.S. Federal withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law necessary to permit enable the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine the withholding or deduction amount of Tax (if any) required by law to be made; andwithheld. (diii) if If a payment made to a Recipient Lender under any Transaction Loan Document would be subject to U.S. federal Federal withholding Tax imposed by FATCA if such Recipient 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 Recipient Lender shall deliver to the BorrowerWithholding Agent, the Agent and the related Funding Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the BorrowerWithholding Agent, the Agent or such Funding Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower, the Agent or such Funding Withholding Agent as may be necessary for the Borrower, the Agent and such Funding Withholding Agent to comply with their its obligations under FATCA and FATCA, to determine that such Recipient Lender has complied with such RecipientLender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for For purposes of this clause (dSection 2.14(f)(iii), “FATCA” FATCA shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form regulations or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do soofficial interpretations thereof.

Status of Recipients. (i) Any Recipient Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent Borrower Representative and the related Funding Applicable Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Applicable Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Applicable Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Agent Borrower Representative or the related Funding Applicable Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Applicable Administrative Agent as will enable the Borrower, Borrower Representative or the Agent or such Funding Applicable Administrative Agent to determine whether or not such Recipient 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 clauses (ii)(aSection 2.17(e)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. (ii) Without limiting the generality of the foregoing,: (aA) any Recipient Lender to a U.S. Borrower that is a U.S. Person shall deliver to the Borrower, the Agent Borrower Representative and the related Funding Applicable Administrative Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent), two executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal backup withholding taxwithholding; (bB) any Recipient that is not Foreign Lender to a U.S. Person shall, to the extent it is legally entitled to do so, Borrower shall deliver to the Borrower, the Agent Borrower Representative and the related Funding Applicable Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agent) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent), whichever of the following is applicable:applicable (in such number of copies as shall be requested by the recipient): (1) executed originals of IRS Form W-8BEN or W-8BEN-E (or any successor forms) in the case of a Recipient Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treatyparty; (2) executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor formforms); (3) in the case of a Recipient 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 I to the effect that such Recipient 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 any U.S. Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” related to any Borrower described in Section 881(c)(3)(C) of the Internal Revenue Code and that no payments in connection with any Loan Document are effectively connected with the Foreign Lender’s conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms); or (4) to the extent a Recipient Foreign Lender is not the beneficial ownerowner (for example, where the Foreign Lender is a partnership or a participating Lender), executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor formforms), accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit I, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I on behalf of each such direct and indirect partner; (cC) any Recipient which is not Foreign Lender to a U.S. Person shall, to the extent it is legally entitled to do so, Borrower shall deliver to the Borrower, the Agent Borrower Representative and the related Funding Applicable Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower Representative or the Agent or such Funding Applicable Administrative Agent), executed originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Borrower, Borrower Representative or the Agent or such Funding Applicable Administrative Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower Representative and the related Funding Agent Administrative Agents at the time or times prescribed by Law law and at such time or times reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Agent Administrative Agents such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Agent Administrative Agents as may be necessary for the Borrower, Borrower Representative and the Agent and such Funding Agent Administrative Agents to comply with their obligations under FATCA and FATCA, to determine that whether such Recipient has complied with such Recipient’s obligations under FATCA or and to determine determine, if any, the amount to deduct and withhold from such payment. Solely for purposes of this clause (dD), “FATCA” shall include any amendments made to FATCA after the Effective Date. (E) Any Lender to the Canadian Borrower shall deliver to the Canadian Borrower and the Canadian 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 this Agreementthe Canadian Borrower or the Canadian Administrative Agent), (1) two executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding or (2) two executed originals of an applicable IRS Form W-8 certifying such Lender’s non-U.S. status. (F) Each Agent that is a U.S. Person, on or before the date on which it (and any successor or replacement Administrative Agent) becomes the Administrative Agent hereunder, shall deliver to the Borrower Representative and the Administrative Agents two executed copies of either (i) IRS Form W-9, or (ii) IRS Form W-8ECI (with respect to any payments to be received on its own behalf) and IRS Form W-8IMY (for all other payments), establishing that the Borrower can make payments to the Administrative Agent without deduction or withholding of any Taxes imposed by the United States, including Taxes imposed under FATCA. Each Recipient agrees that if any form or certification it previously delivered (including any specific documentation required in this Section 2.17(e) expires or becomes obsolete or inaccurate in any respect, it shall update such form deliver promptly to the Borrower Representative or certification the Applicable Administrative Agent updated or other appropriate documentation (including providing any new documentation reasonably requested request by the Borrower and or the related Funding Applicable Administrative Agent) or promptly notify the Borrower, the Agent Borrower Representative and the related Funding Applicable Administrative Agent in writing of its legal inability ineligibility to do so. Each Lender hereby authorizes the Applicable Administrative Agent to deliver to the Loan Parties and to any other successor Applicable Administrative Agent any documentation provided by such Lender pursuant to this Section 2.17(e). Notwithstanding any other provision of this Section 2.17(e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent as will enable the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. interest under any Transaction Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient 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 N to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E; or (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit N, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit N on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent), executed originals copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Paying Agent, the Administrative Agent [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding 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 Borrower, the Paying Agent, the Administrative Agent or such Funding Agent as may be necessary for the Borrower, the Paying Agent, the Administrative Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine whether or not such 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 clauses (ii)(aSections 2.14(g)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent Borrower or such Funding Administrative Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to -43- the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate (in a form reasonably acceptable to the Borrower) to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each case, any successor form)as applicable; or (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance Certificate, Internal Revenue Service IRS Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (cC) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of any other form prescribed by applicable Applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Applicable Law to permit the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of -44- FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent such documentation prescribed by applicable 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 Borrower, Borrower or the Agent or such Funding Administrative Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount 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 Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Administrative Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent Borrower and the related Funding Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will enable the Borrower, Borrower or the Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(aSections 3.10(f)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if the Recipient is not legally entitled to complete, execute or deliver such documentation or, in the Recipient’s reasonable judgment judgment, such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (bB) any Foreign Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Foreign Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient 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 Transaction Loan Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable (or, in each case, or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable (or, in each case, or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Foreign Recipient 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 3.10-1 to the effect that such Foreign Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable (or, in each case, or any successor form); or (4) to the extent a Foreign Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable (or, in each case, or any successor form), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit 3.10-2 or Exhibit 3.10-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Recipient is a partnership and one or more direct or indirect partners of such Foreign Recipient are claiming the portfolio interest exemption, such Foreign Recipient may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.10-4 on behalf of each such direct and indirect partner; (cC) any Foreign Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals copies of any other form prescribed by applicable Applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Applicable Law to permit the Borrower, Borrower or the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower and the related Funding Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent such documentation prescribed by applicable 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 Borrower, Borrower or the Agent or such Funding Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount 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 Agreement. Closing Date. (iii) Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so. Each Foreign Recipient shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Foreign Recipient shall not be required to deliver any form pursuant to this paragraph that such Foreign Recipient is not legally able to deliver.

Status of Recipients. (i) Any Recipient Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent Borrower and the related Funding Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will enable the Borrower, Borrower or the Agent or such Funding Agent to determine whether or not such Recipient 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 by any Lender (other than such documentation set forth in clauses (ii)(aSections 2.14(f)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. (iii) Without limiting the generality of the foregoing, (aA) any Recipient Lender that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal backup withholding tax;; [[3666665]] (bB) any Recipient that is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), whichever of the following is applicable: (1i) in the case of a Recipient 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 Transaction Loan Document, executed originals of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN W‑8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2ii) executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3iii) in the case of a Recipient 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-1 to the effect that such Recipient 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 Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable; or (4iv) to the extent a Recipient Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit D-2 or Exhibit D-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient Foreign Lender is a partnership and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient 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 or indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Agent or such Funding 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 Borrower, the Agent or such Funding Agent as may be necessary for the Borrower, the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Each Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Agent and the related Funding any Withholding Agent, at the time or times whenever reasonably requested by the Borrower, the Agent or such Funding Withholding Agent, such properly completed and executed documentation prescribed by applicable Requirements of Law and such other reasonably requested by the Borrower, the Agent or such Funding Agent information as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent or the related Funding applicable Withholding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Agent or such Funding Agent as will enable the Borrower, the Agent or such Funding Agent (a) to determine whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (b) to determine, if applicable, the required rate of withholding or deduction, (c) to establish such Recipient’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Recipient is subject pursuant to any Loan Document or otherwise to establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction, and (d) to determine any applicable backup withholding or information reporting requirements and to enable Withholding Agent to comply with such requirements. Notwithstanding anything If any form, certification or other documentation provided by a Recipient pursuant to this Section 4.10(e) (including any of the contrary in the preceding two sentences, the completion, execution and submission of such specific documentation (other than such documentation set forth in clauses (ii)(a), (ii)(b) and (ii)(d) described below) shall not be required if expires or becomes obsolete or inaccurate in the Recipient’s reasonable judgment such completionany respect, execution or submission would subject such Recipient shall promptly notify the applicable Withholding Agent in writing and shall promptly update or otherwise correct the affected documentation or promptly notify the Withholding Agent in writing that such Recipient is not legally eligible to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) do so. Without limiting the generality of the foregoing, (aA) any Any 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 Borrower, the Agent Borrower and the related Funding Administrative Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding applicable Withholding Agent), ) two duly completed and executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax;withholding. (bB) any Each Foreign Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agent) on or prior to the date on which such Foreign Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding applicable Withholding Agent), two duly completed and executed copies of whichever of the following is applicable: (1i) in the case of a Foreign Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Documentparty, executed originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, or any successor formthereto) establishing eligibility for an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article applicable provisions of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such income tax treaty;, (2ii) executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor formthereto);, (3iii) in the case of a Foreign Recipient claiming the benefits of the exemption for portfolio interest under Section Sections 881(c) or 871(h) of the Internal Revenue CodeCode (the “Portfolio Interest Exemption”), (x) a certificate to certificate, substantially in the effect that form of Exhibit Q-1, Q-2, Q-3 or Q-4, as applicable (a “Tax Status Certificate”) and (y) IRS Form W-8BEN or W-8BEN-E (or any successor thereto), (iv) where such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower partnership (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(B) of the Internal Revenue Codeor otherwise not a beneficial owner (e.g., or such as where such Recipient has sold 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 originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (orparticipation), in each case, any successor form); or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)thereto) and all required supporting documentation (including, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN where one or W-8BEN-E (or, in each case, any successor form)more of the underlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a U.S. Tax Compliance CertificateStatus Certificate of such beneficial owner(s) (provided, Internal Revenue Service Form W-9 (or any successor form)that, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Recipient is a partnership and one or more not a participating Recipient, the Tax Status Certificate from the direct or indirect partners of such partner(s) may be provided by the Foreign Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such the direct and or indirect partner;partner(s)), or (cv) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. United States federal withholding Tax, duly completed, Tax together with such supplementary documentation as may be prescribed by applicable Requirements of Law in a form reasonably acceptable to the applicable Withholding Agent to permit the Borrower, the Agent or such Funding applicable Withholding Agent to determine the withholding or deduction required to be made; and. (dC) if If a payment made to a Recipient under any Transaction Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the BorrowerWithholding Agent, the Agent and the related Funding Agent at the time or times prescribed by applicable Requirements of Law and at such time or times reasonably requested by the BorrowerWithholding Agent, the Agent or such Funding Agent such documentation prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower, the Agent or such Funding Agent as may be necessary for the Borrower, the Agent and such Funding applicable Withholding Agent to comply with their its obligations under FATCA and FATCA, to determine that whether such Recipient has complied with such Recipient’s obligations under FATCA or and to determine the amount amount, if any, 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. Notwithstanding anything to the contrary in this Section 4.10(e), no Recipient shall be required to deliver any documentation pursuant to this Section 4.10(e) that it is not legally eligible to provide. Each Recipient agrees that if Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any form or certification it previously delivered expires or becomes obsolete or inaccurate in successor Administrative Agent any respect, it shall update such form or certification (including providing any new documentation reasonably requested provided by the Borrower and Lender to the related Funding Agent) or promptly notify the Borrower, the Administrative Agent and the related Funding Agent in writing of its legal inability pursuant to do sothis Section 4.10(e).

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine whether or not such 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 742613903 21686243 forth in clauses (ii)(aSections 2.14(g)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent Borrower or such Funding Administrative Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate (in a form reasonably acceptable to the Borrower) to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each case, any successor form)as applicable; oror 742613903 21686243 (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance Certificate, Internal Revenue Service IRS Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (cC) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of any other form prescribed by applicable Applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Applicable Law to permit the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent such documentation prescribed by applicable 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 Borrower, Borrower or the Agent or such Funding Administrative Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount 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 Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Administrative Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document this Agreement shall deliver to the Borrower, the Agent Borrower and the related Funding Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will enable the Borrower, Borrower or the Agent or such Funding Agent to determine whether or not such Recipient 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 clauses (ii)(aSection 2.13(f)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (aA) any Recipient Lender (including the Agent) that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal backup withholding tax; (bB) any Recipient that Foreign Lender (including the Agent, if the Agent is not a U.S. Person Person, with respect to amounts payable to it hereunder for its own account) shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), whichever of the following is applicable: (1i) in the case of a Recipient 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 Transaction Documentthis Agreement, executed originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Documentthis Agreement, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits,” or “other income” or any other applicable article of such tax treaty; (2ii) executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3iii) in the case of a Recipient 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-1 to the effect that such Recipient 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 Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form); or (4iv) to the extent a Recipient Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit D-2 or Exhibit D-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient Foreign Lender is a partnership and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient 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; (cC) any Recipient which is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter as required under applicable law or upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Borrower, Borrower or the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Document this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower and the related Funding Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) law and such additional documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount 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 Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient Lender (upon becoming a Lender hereunder, including, for the avoidance of doubt, as a result of participation described in Section 10.8(D) or an assignment described in Section 10.8(C), provided that documentation required pursuant to this Section 2.17(G) from participants shall be provided to the participating Lender) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Facility Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Paying Agent or the related Funding Facility Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent as will enable the Borrower, the Paying Agent or such Funding the Facility Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient Lender that is a U.S. Person shall deliver to the Borrower, the Paying Agent and the related Funding Facility Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding the Facility Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal backup withholding tax; (b) any Recipient Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Facility Agent (in such number of copies as shall be requested by the Borrower, the Paying Agent or such Funding the Facility Agent) on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding the Facility Agent), whichever of the following is applicable: (1) in the case of a Recipient 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 Transaction Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient 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 H-1 to the effect that such Recipient 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 Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)W-8BEN- E; or (4) to the extent a Recipient Lender is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit H-2 or Exhibit H-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient Lender is a partnership and one or more direct or indirect partners of such Recipient Lender are claiming the portfolio interest exemption, such Recipient 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 Recipient Lender which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Facility Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding the Facility Agent), executed originals copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Paying Agent or such Funding the Facility Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient Lender under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient 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 Recipient Lender shall deliver to the Borrower, the Paying Agent and the related Funding Facility Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Paying Agent or such Funding the Facility 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 Borrower, the Paying Agent or such Funding the Facility Agent as may be necessary for the Borrower, the Paying Agent and such Funding the Facility Agent to comply with their obligations under FATCA and to determine that such Recipient Lender has complied with such RecipientXxxxxx’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Paying Agent and the related Funding Facility Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent as will enable the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, , (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; ; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent), whichever of the following is applicable: : (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; ; (2) executed originals copies of Internal Revenue Service Form W-8ECI (or any successor form); (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form); or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form), a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Agent or such Funding 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 Borrower, the Agent or such Funding Agent as may be necessary for the Borrower, the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Paying Agent and the related Funding Agent on or prior to about the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), executed originals copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Paying Agent or such Funding Agent) on or prior to about the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service Form W-8ECI (or any successor form); (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, or if the Borrower is a disregarded entity for U.S. federal income tax purposes, the BorrowerXxxxxxxx’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor formforms); or (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Internal Revenue Service Form W-8ECIW-8ECI (or any successor form), Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, or any successor form), a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to about the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), executed originals copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Paying Agent or such Funding Agent to determine the withholding or deduction required to be made; and; (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Paying Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Paying Agent or such Funding 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 Borrower, the Paying Agent or such Funding Agent as may be necessary for the Borrower, the Paying Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement; and (e) on or before the date each of the Administrative Agent, a Paying Agent and the Funding Agent becomes the Administrative Agent, a Paying Agent or the Funding Agent hereunder, such Administrative Agent, Paying Agent and Funding Agent shall (1) deliver to the Borrower an executed IRS Form W-9 certifying that it is exempt from U.S. federal backup withholding Tax or (2) a U.S. branch withholding certificate on IRS Form W-8IMY (or any successor form) evidencing its agreement with the Borrower to be treated as a U.S. Person (with respect to amounts received on account of any Lender) and IRS Form W-8ECI (or any successor forms) (with respect to amounts received on its own account), with the effect that, in any case, the Borrower will be entitled to make payments hereunder to such Administrative Agent, Paying Agent or Funding Agent without withholding or deduction on account of U.S. federal withholding Tax. Each Administrative Agent, Paying Agent and Funding Agent agrees that if any form or certification it previously delivered becomes expired or becomes obsolete or inaccurate in any respect, it shall update such form or certification. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Paying Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent Borrower and the related Funding Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will enable the Borrower, Borrower or the Agent or such Funding Agent to determine whether or not such Recipient 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 by any Lender (other than such documentation set forth in clauses (ii)(aSections 2.14(f)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. (ii) Without limiting the generality of the foregoing, (aA) any Recipient Lender that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), whichever of the following is applicable: (1i) in the case of a Recipient 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 Transaction Loan Document, executed originals of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN W‑8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2ii) executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor form);W-8ECI; [[3596554]] (3iii) in the case of a Recipient 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-1 to the effect that such Recipient 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 Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable; or (4iv) to the extent a Recipient Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit D-2 or Exhibit D-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient Foreign Lender is a partnership and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient 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 or indirect partner; (cC) any Recipient which is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Borrower, Borrower or the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient Lender under any Transaction Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient 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 Recipient Lender shall deliver to the Borrower, the Agent Borrower and the related Funding Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient Lender has complied with such RecipientLender’s obligations under FATCA or to determine the amount 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 Agreement. Each Recipient The Agent and each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine whether or not such 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 clauses (ii)(aSections 2.15(g)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent Borrower or such Funding Administrative Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate (in a form reasonably acceptable to the Borrower) to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 Xxxxxxxx Xxxxxxx Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each case, any successor form)as applicable; or (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance Certificate, Internal Revenue Service IRS Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (cC) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding 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 Borrower, Borrower or the Agent or such Funding Administrative Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Administrative Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Depositary, the Administrative Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Depositary, the Administrative Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Depositary, the Administrative Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Depositary, the Administrative Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Depositary, the Administrative Agent or such Funding Agent as will enable the Borrower, the Depositary, the Administrative Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Depositary, the Administrative Agent and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Depositary, the Administrative Agent or such Funding Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) W‑9 certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Depositary, the Administrative Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Depositary, the Administrative Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Depositary, the Administrative Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service IRS Form W-8BEN W‑8BEN or W-8BEN-E (or, in each case, any successor form) W‑8BEN‑E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN W‑8BEN or W-8BEN-E (or, in each case, any successor form) W‑8BEN‑E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor form)W‑8ECI; (3) in the case of a Recipient 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 R to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service IRS Form W-8BEN W‑8BEN or W-8BEN-E (or, in each case, any successor form)W‑8BEN‑E; or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W‑8IMY, accompanied by Internal Revenue Service IRS Form W-8ECIW‑8ECI, Internal Revenue Service IRS Form W-8BEN W‑8BEN or W-8BEN-E (or, in each case, any successor form)W‑8BEN‑E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit R, Internal Revenue Service IRS Form W-9 (or any successor form)W‑9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit R on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Depositary, the Administrative Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Depositary, the Administrative Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Depositary, the Administrative Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Depositary, the Administrative Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Depositary, the Administrative Agent or such Funding 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 Borrower, the Depositary, the Administrative Agent or such Funding Agent as may be necessary for the Borrower, the Depositary, the Administrative Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Depositary, the Administrative Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Paying Agent and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), executed originals of Internal Revenue Service Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Paying Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;; [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (2) executed originals of Internal Revenue Service Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E; or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Paying Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Paying Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Paying Agent or such Funding 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 Borrower, [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. the Paying Agent or such Funding Agent as may be necessary for the Borrower, the Paying Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Paying Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Facility Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Facility Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent as will enable the Borrower, the Paying Agent or such Funding the Facility Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Paying Agent and the related Funding Facility Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding the Facility Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Facility Agent (in such number of copies as shall be requested by the Borrower, the Paying Agent or such Funding the Facility Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding the Facility Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient 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 I to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E; or (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit I, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Facility Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding the Facility Agent), executed originals copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Paying Agent or such Funding the Facility Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Paying Agent and the related Funding Facility Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Paying Agent or such Funding the Facility 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 Borrower, the Paying Agent or such Funding the Facility Agent as may be necessary for the Borrower, the Paying Agent and such Funding the Facility Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Paying Agent and the related Funding Facility Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent as will enable the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax;; [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient 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 N to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E; or (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit N, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit N on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent), executed originals copies of any other form prescribed by [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Paying Agent, the Administrative Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Paying Agent, the Administrative Agent or such Funding 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 Borrower, the Paying Agent, the Administrative Agent or such Funding Agent as may be necessary for the Borrower, the Paying Agent, the Administrative Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Paying Agent, the Administrative Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent Borrowers and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrowers or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrowers or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrowers or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, Borrowers or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrowers or the Agent or such Funding Administrative Agent to determine whether or not such 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 clauses (ii)(aSection 5.9.7(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. . #22741142v2<ACTIVE> - 8K Omega 12.08.2022 Exh 10.1 63 (ii) Without limiting the generality of the foregoing, , in the event that each Borrower is a U.S. Borrower, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrowers and the related Funding Administrative Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrowers or the Agent or such Funding Administrative Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; ; (bB) any Foreign Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrowers and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Foreign Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrowers or the Agent or such Funding Administrative Agent), whichever of the following is applicable: : (1i) in the case of a Foreign Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Loan Document, executed originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; ; (2iii) executed originals of Internal Revenue Service IRS Form W-8ECI W-8ECI; (or any successor form); (3iv) in the case of a Foreign Recipient 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 5.9.7(A) to the effect that such Foreign Recipient 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 a Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service IRS Form W-8BEN W-8BEN; or W-8BEN-E (or, in each case, any successor form); or (4v) to the extent a Foreign Recipient is not the beneficial owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form), a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit 5.9.7(B) or Exhibit 5.9.7(C), Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Recipient is a partnership and one or more direct or indirect partners of such Foreign Recipient are claiming the portfolio interest exemption, such Foreign Recipient may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 5.9.7(D) on behalf of each such direct and indirect partner; ; (cC) any Foreign Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrowers and the related Funding Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrowers or the Agent or such Funding Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Agent or such Funding 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 Borrower, the Agent or such Funding Agent as may be necessary for the Borrower, the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.by

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Agent or such Funding Agent as will enable the Borrower, the Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (ii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of Internal Revenue Service Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of Internal Revenue Service Form W-8ECI (or any successor form); (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form); or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form), a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Agent or such Funding 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 Borrower, the Agent or such Funding Agent as may be necessary for the Borrower, the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, (a) any Recipient that is a U.S. Person shall deliver to the Borrower, the Paying Agent and the related Funding Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), executed originals of Internal Revenue Service Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax;; [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Paying Agent or such Funding Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of Internal Revenue Service Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E; or (4) to the extent a Recipient is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; (c) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Paying Agent and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, the Paying Agent or such Funding [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower, the Paying Agent or such Funding Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Paying Agent and the related Funding Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Paying Agent or such Funding 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 Borrower, the Paying Agent or such Funding Agent as may be necessary for the Borrower, the Paying Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Paying Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the BorrowerBorrower Representative and, in the case of a Lender, the Agent and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower Representative or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrowers or the Agent or such Funding Administrative Agent to determine whether or not such Recipient is subject to backup any applicable 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 clauses (ii)(aSection 2.17(f)(ii)(A), (ii)(bii)(B), (ii)(C), (ii)(D) and (ii)(diii) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. (ii) Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrower Representative and the related Funding Administrative Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal Federal backup withholding tax;; Table of Contents (bB) any Recipient that is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower Representative and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent), whichever of the following is applicable: (1) in the case of a Recipient 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 Transaction Loan Document, executed originals of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (or, in each case, any successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient 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 E-1 to the effect that such Recipient 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 a Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form); or (4) to the extent a Recipient Foreign Lender is not the beneficial ownerBeneficial Owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN, IRS Form W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit E-2 or Exhibit E-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial ownerBeneficial Owner, as applicable; provided that if the Recipient Foreign Lender is a partnership and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient 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; (cC) any Recipient which is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower Representative and the related Funding Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from Table of Contents time to time thereafter upon the reasonable request of the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent), executed originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Borrower, Borrowers or the Agent or such Funding Administrative Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Loan Document would be subject to U.S. federal Federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower Representative and the related Funding Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower, Borrower Representative or the Agent or such Funding Administrative Agent as may be necessary for the Borrower, Borrower Representative and the Agent and such Funding Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such RecipientLender’s obligations under FATCA or to determine the amount 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 Agreement. . (iii) Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent Borrower Representative and the related Funding Administrative Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Agent Borrower and the related Funding Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as will enable the Borrower, Borrower or the Agent or such Funding Agent to determine whether or not such Recipient 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 by any Lender (other than such documentation set forth in clauses (ii)(aSections 2.14(f)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. (ii) Without limiting the generality of the foregoing, (aA) any Recipient Lender that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Agent on or prior to the date on which such Recipient Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient Lender is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the Borrower, the Agent or such Funding Agentrecipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), whichever of the following is applicable: (1i) in the case of a Recipient 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 Transaction Loan Document, executed originals of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Loan Document, Internal Revenue Service IRS Form W-8BEN W8BEN or IRS Form W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2ii) executed originals of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3iii) in the case of a Recipient 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-1 to the effect that such Recipient 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 Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable; or (4iv) to the extent a Recipient Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or IRS Form W-8BEN-E (orE, in each case, any successor form)as applicable, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit D-2 or Exhibit D-3, Internal Revenue Service IRS Form W-9 (or any successor form)W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient Foreign Lender is a partnership and one or more direct or indirect partners of such Recipient Foreign Lender are claiming the portfolio interest exemption, such Recipient 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; (cC) any Recipient which is not a U.S. Person Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient Foreign Lender becomes a Recipient Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Agent), executed originals of any other form prescribed by applicable Law law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law law to permit the Borrower, Borrower or the Agent or such Funding Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient Lender under any Transaction Loan Document would be subject to U.S. federal withholding Tax or any other Tax imposed by FATCA if such Recipient 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 Recipient Lender shall deliver to the Borrower, the Agent Borrower and the related Funding Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Agent to comply with their obligations under FATCA and to determine that such Recipient Lender has complied with such RecipientLender’s obligations under FATCA or to determine the amount 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 Agreement. Each Recipient The Agent and each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by or promptly notify the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent and the related Funding Agent in writing of its legal inability to do so.

Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Agent Borrower or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Applicable Law or reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent as will enable the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine whether or not such 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 clauses (ii)(aSections 2.14(g)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.. 752805876 23733713 (ii) Without limiting the generality of the foregoing, (aA) any Recipient that is a U.S. Person shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of Internal Revenue Service IRS Form W-9 (or any successor form) certifying that such Recipient is exempt from U.S. federal backup withholding tax; (bB) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the Borrower, the Agent Borrower or such Funding Administrative Agent) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), whichever of the following is applicable: (1) in the case of a Recipient claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each caseas applicable, any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals copies of Internal Revenue Service IRS Form W-8ECI (or any successor form)W-8ECI; (3) in the case of a Recipient claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate (in a form reasonably acceptable to the Borrower) to the effect that such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, if the Borrower is a disregarded entity for U.S. federal income tax purposes, the Borrower’s regarded owner for U.S. federal income tax purposes) 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 originals copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (orE, in each case, any successor form)as applicable; or (4) to the extent a Recipient is not the beneficial owner, executed originals copies of Internal Revenue Service IRS Form W-8IMY (or any successor form)W-8IMY, accompanied by Internal Revenue Service IRS Form W-8ECI, Internal Revenue Service IRS Form W-8BEN or W-8BEN-E (or, in each case, any successor form)E, a U.S. Tax Compliance Certificate, Internal Revenue Service IRS Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;; 752805876 23733713 (cC) any Recipient which is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Borrower or the Agent or such Funding Administrative Agent), executed originals copies of any other form prescribed by applicable Applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, including U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Applicable Law to permit the Borrower, Borrower or the Agent or such Funding Administrative Agent to determine the withholding or deduction required to be made; and (dD) if a payment made to a Recipient under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such 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 Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower, the Agent Borrower and the related Funding Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, Borrower or the Agent or such Funding Administrative Agent such documentation prescribed by applicable 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 Borrower, Borrower or the Agent or such Funding Administrative Agent as may be necessary for the Borrower, Borrower and the Agent and such Funding Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount 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 Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification (including providing any new documentation reasonably requested by the Borrower and the related Funding Agent) or promptly notify the Borrower, the Agent Guarantor and the related Funding Administrative Agent in writing of its legal inability to do so.