Common use of Status of the Lenders Clause in Contracts

Status of the Lenders. (i) Each Lender agrees that, on or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of the Borrower or the Agent, such Lender will deliver to the Borrower and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Code. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person: (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor IRS Form W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 or Exhibit 2.17(e)(ii)-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 2.17(e)(ii)-4 on behalf of each such direct and indirect partner; and (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Agent to determine the withholding or deduction required to be made.

Status of the Lenders. (i) Each Any Lender agrees that, on that is entitled to an exemption from or prior reduction of withholding Tax with respect to the date upon which it payments made under any Loan Document shall become a party hereto, and upon the reasonable request from time to time of the Borrower or the Agent, such Lender will deliver to the Borrower and the Agent either (i) a statement that it is organized under Administrative Agent, at the laws of a jurisdiction within the United States time or (ii) duly completed copies of such form or forms as may from time to time be prescribed times reasonably requested by the United States Internal Revenue Service indicating that Borrower or the Administrative Agent, such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted properly completed and executed documentation reasonably requested by the CodeBorrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(ASections 2.9(f)(ii)(a), (ii)(B) 2.9(f)(ii)(b), and (ii)(D2.9(f)(ii)(d) below) shall not be required if in the Lender’s reasonable judgment judgment, such completion, execution or submission would subject such Lender 38 ACTIVEUS 188979588v.10 to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:, (A) a. any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding tax; (B) b. any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) i. in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) ii. executed copies of IRS Form W-8ECI; (3) iii. in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the CodeIRC, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 D‑1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the CodeIRC, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the CodeIRC, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code IRC (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor W-8BEN or IRS Form W-8BEN-E, as applicable; or (4) iv. to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, 39 ACTIVEUS 188979588v.10 accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 D-3 or Exhibit 2.17(e)(ii)-3D-4, 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 2.17(e)(ii)-4 D-2 on behalf of each such direct and indirect partner; and. (C) c. any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals copies of any other form prescribed by applicable law Laws as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and d. if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iii) Each 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 or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of the Lenders. (i) Each Lender agrees thatshall, on or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of at such times as are reasonably requested by the Borrower or the Administrative Agent, such Lender will deliver to provide the Borrower and the Administrative Agent either (i) a statement that it is organized under with any documentation prescribed by Law, or reasonably requested by the laws of a jurisdiction within Borrower or the United States or (ii) duly completed copies Administrative Agent, certifying as to any entitlement of such form Lender to an exemption from, or forms as may from time reduction in, any withholding Tax with respect to time any payments to be prescribed by the United States Internal Revenue Service indicating that made to such Lender is entitled to receive payments without deduction or withholding of under any United States federal income taxes, as permitted by the CodeLoan Document. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary Each such Lender shall, whenever a lapse in the preceding two sentences, the completion, execution and submission of time or change in circumstances renders such documentation (other than such including any documentation set forth in Section 2.17(e)(ii)(A), (ii)(B) and (ii)(D) specifically referenced below) shall not be required if expired, obsolete or inaccurate in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers respect, deliver reasonably promptly to the Borrower and the Agent, if legally permitted, Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the form applicable withholding agent) or forms referred to in the preceding sentence further undertakes to deliver to reasonably promptly notify the Borrower and the Administrative Agent further copies in writing of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it its legal inability to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accuratedo so. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person: (A) any Each 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 and the Agent Administrative Agent, and if applicable, the assigning Lender (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) on or prior before the date on which it becomes a party to this Agreement (or, in the case of (x) a Participant, on or before the date on which such Lender Participant purchases the related participation and (y) an assignee, on or before the effective date of such assignment), on or before the date on which it becomes a Lender under party to this Agreement (two properly completed and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed duly signed original copies of IRS Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding. Each Lender that is not a “United States federal backup withholding tax; person” as defined in Section 7701(a)(30) of the Code (Ba “Foreign Lender”) any Foreign Lender shall, to the extent it is legally entitled able to do so, deliver to the Borrower and the Agent Administrative Agent, and if applicable, the assigning Lender (or, in such number the case of copies as a Participant, to the Lender from which the related participation shall be requested by the recipienthave been purchased) on or prior before the date on which it becomes a party to this Agreement (or, in the case of (x) a Participant, on or before the date on which such Foreign Lender becomes a Lender under this Agreement Participant purchases the related participation and (y) an assignee, on or before the effective date of such assignment), and from time to time thereafter when required by Law or upon the reasonable request of the Borrower or the Administrative Agent), two duly completed copies of whichever of the following is applicable: (1) in the case an executed original of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan DocumentInternal Revenue Service Form W-8BEN, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and applicable (y) with respect to any other applicable payments eligibility for benefits under any Loan Documentincome tax treaty), IRS Form W-8BEN or IRS Form W-8BEN-Esuccessor and related applicable forms, as applicablethe case may be, establishing certifying to such Foreign Lender’s entitlement as of such date to an exemption from, from or reduction of, U.S. federal of United States withholding Tax pursuant tax with respect to the “business profits” or “other income” article of such tax treaty;payments to be made under this Agreement, (2) executed copies of IRS Internal Revenue Service Form W-8ECI;W-8ECI (or any successor forms), (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of or the Code, (x) a certificate certificate, in substantially in the form of Exhibit 2.17(e)(ii)-1 L (any such certificate a “United States Tax Compliance Certificate”), or any other form approved by the Administrative Agent and Borrower, to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) Code, and (y) executed two duly completed copies of IRS Internal Revenue Service Form W-8BENor IRS Form W-8BEN or W-8BEN-E, as applicable; orapplicable (or any successor forms), (4) to the extent a Foreign Lender is not the beneficial ownerowner (for example, executed copies where the Lender is a partnership, or is a Lender that has granted a participation), Internal Revenue Service Form W-8IMY (or any successor forms) of IRS Form W-8IMYthe Lender, accompanied by IRS Internal Revenue Service Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. as applicable (or any successor forms), United States Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 or Exhibit 2.17(e)(ii)-3Certificate, IRS Internal Revenue Service Form W-9, Form W-8IMY (or other successor forms) and/or any other certification documents required information from each beneficial owner, as applicable; applicable (provided that that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. the United States Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-4 may be provided by such Lender on behalf of each such direct or indirect partner(s)), or (5) any other form prescribed by applicable U.S. federal income tax Laws (including the Treasury regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding tax on any payments to such Lender under the Loan Documents. (B) In addition, but without duplication of the covenant as to United States withholding Tax contained in Section 3.01(f)(i) and indirect partner; and(ii), any Lender that is entitled to an exemption from or reduction of withholding Tax under the law of the jurisdiction(s) in which the Borrower is organized, or any treaty to which any such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed original documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. (C) If a payment made to a Lender under any Foreign Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender shallwere to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, to the extent it is legally entitled to do soas applicable), such Lender shall deliver to the Borrower and the Administrative Agent (in at the time or times prescribed by law and at such number of copies as shall be time or times reasonably requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of any other form Administrative Agent such documentation prescribed by applicable law Law (including as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their FATCA obligations, to determine whether such Lender has or has not complied with such Lender’s FATCA obligations and to determine the withholding or deduction amount, if any, to deduct and withhold from such payment. Notwithstanding any other provision of this clause (f), a Lender shall not be required to be madedeliver any documentation that such Lender is not legally eligible to deliver. Each Lender authorizes the Administrative Agent to deliver to the Borrower and to any successor Agent any documentation provided by the Lender to the Agent pursuant to this Section 3.01(f).

Status of the Lenders. (i) Each Any Lender agrees thatthat is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrowers and Administrative Agent, on at the time or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of the Borrower times reasonably requested by Borrowers or the Administrative Agent, such Lender properly completed and executed documentation reasonably requested by Borrowers or Administrative Agent as will deliver permit such payments to the Borrower and the Agent either (i) be made without withholding or at a statement that it is organized under the laws reduced rate of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Codewithholding. In addition, any Lender, if reasonably requested by the Borrower Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Borrowers or the Administrative Agent as will enable the Borrower Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A4.01(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s 's reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the any Borrower is a U.S. Person:, (A) any Lender that is a U.S. Person shall deliver to the Borrower such Borrower(s) and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Borrowers or the Administrative Agent), executed copies originals of IRS Form W-9 certifying that such Lender is exempt from United States federal U.S. Federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Borrowers or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies originals of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W-8BENor IRS Form W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 J-2 or Exhibit 2.17(e)(ii)-3J-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 2.17(e)(ii)-4 J-4 on behalf of each such direct and indirect partner; and; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Borrowers or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.; and (D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrowers and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrowers or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrowers or Administrative Agent as may be necessary for Borrowers and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause

Status of the Lenders. (i) Each Lender agrees that, on or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of the Borrower or the Agent, such Lender will deliver to the Borrower and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Code. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person: (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor W-8BEN or IRS Form W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 or Exhibit 2.17(e)(ii)-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 2.17(e)(ii)-4 on behalf of each such direct and indirect partner; and (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Agent to determine the withholding or deduction required to be made.

Status of the Lenders. (i) Each Any Lender agrees thatthat is entitled to an exemption from, on or prior reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the date upon which it shall become a party heretoCompany and the Administrative Agent, and upon at the reasonable request from time to time of or times reasonably requested by the Borrower Company or the Administrative Agent, such Lender will deliver to the Borrower properly completed and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed executed documentation reasonably requested by the United States Internal Revenue Service indicating that Company or the Administrative Agent as will permit such Lender is entitled payments to receive payments without deduction be made without, or withholding of any United States federal income taxesat a reduced rate of, as permitted by the Codewithholding. In addition, any Lender, if reasonably requested by the Borrower Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Company or the Administrative Agent as will enable the Borrower Company or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A), 2.17(f)(ii)(A) through (ii)(B) and (ii)(DF) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to Upon the Borrower and reasonable request of the Company or the Administrative Agent, if legally permitted, the any Lender shall promptly update any form or forms referred certification previously delivered pursuant to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such this Section 2.17(f). If any form or forms, certification previously delivered pursuant to this Section expires or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete becomes obsolete or inaccurate in any respect. Each respect with respect to a Lender, such Lender represents shall promptly (and warrants that each in any event within 10 days after such form supplied by it to expiration, obsolescence or inaccuracy) notify the Agent Company and the Borrower pursuant Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accuratedo so. (ii) Without limiting the generality of the foregoing, in the event that the if any Borrower is a U.S. Person: (A) , any Lender that with respect to such Borrower shall, if it is a U.S. Person shall legally eligible to do so, deliver to the Company and the Administrative Agent (in such number of copies reasonably requested by the Borrower and the Agent Administrative Agent) on or prior to the date on which such Lender becomes a Lender under this Agreement (party hereto, duly completed and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed copies of whichever of the following is applicable: (A) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from United States federal U.S. Federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x1) with respect to payments of interest under any this Agreement or any other Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y2) with respect to any other applicable payments under any Loan Documentthis Agreement, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2C) executed copies in the case of a Foreign Lender for whom payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI; (3D) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, Code both (x1) IRS Form W-8BEN and (2) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 H (a “U.S. Tax Certificate”) to the effect that such Foreign Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Borrower Company within the meaning of Section 881(c)(3)(B) of the Code, or Code (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (yd) executed copies of IRS Form W-8BENor IRS Form W-8BEN-E, as applicable; orconducting a trade or business in the United States with which the relevant interest payments are effectively connected; (4E) to in the extent case of a Foreign Lender that is not the beneficial owner, executed copies owner of payments made under this Agreement (including a partnership or a participating Lender) (1) an IRS Form W-8IMYW-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), accompanied by IRS Form W-8ECI(B), IRS Form W-8BEN(C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 or Exhibit 2.17(e)(ii)-3Lender; provided, IRS Form W-9however, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect of its partners of such Foreign Lender are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-4 on behalf of each such direct and indirect partnerpartners; andor (CF) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from from, or a reduction in of, U.S. federal Federal withholding Tax, duly completed, Tax together with such supplementary documentation necessary to enable the Company or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld. (iii) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as may be applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to permit the Borrower comply with its obligations under FATCA, to determine that such Lender has or the Agent has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the withholding or deduction required amount to be madededuct and withhold from such payment. Solely for purposes of this Section 2.17(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Status of the Lenders. (i) Each Any Lender agrees thatthat is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrowers and Administrative Agent, on at the time or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of the Borrower times reasonably requested by Borrowers or the Administrative Agent, such Lender properly completed and executed documentation reasonably requested by Borrowers or Administrative Agent as will deliver permit such payments to the Borrower and the Agent either (i) be made without withholding or at a statement that it is organized under the laws reduced rate of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Codewithholding. In addition, any Lender, if reasonably requested by the Borrower Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Borrowers or the Administrative Agent as will enable the Borrower Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A4.01(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s 's reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the any Borrower is a U.S. Person:, (A) any Lender that is a U.S. Person shall deliver to the Borrower such Borrower(s) and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Borrowers or the Administrative Agent), executed copies originals of IRS Form W-9 certifying that such Lender is exempt from United States federal U.S. Federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Borrowers or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies originals of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W-8BENor IRS Form W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 J-2 or Exhibit 2.17(e)(ii)-3J-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 2.17(e)(ii)-4 J-4 on behalf of each such direct and indirect partner; and; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Borrowers or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrowers and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrowers or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrowers or Administrative Agent as may be necessary for Borrowers and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold 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 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 or promptly notify Borrowers and Administrative Agent in writing of its legal inability to do so.

Status of the Lenders. (i) Each Any Lender agrees that, on that is entitled to an exemption from or prior reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the date upon which it shall become a party heretoBorrowers and the Agent, and upon at the reasonable request from time to time of or times reasonably requested by the Borrower Borrowers or the Agent, such Lender will deliver to properly completed and executed documentation reasonably requested by the Borrower and Borrowers or the Agent either (i) as will permit such payments to be made without withholding or at a statement that it is organized under the laws reduced rate of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Codewithholding. In addition, any Lender, if reasonably requested by the Borrower Borrowers or the Agent, shall deliver such other documentation prescribed by applicable law Applicable Law or reasonably requested by the Borrower Borrowers or the Agent as will enable the Borrower Borrowers or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A5.11(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person: (A) any Any Lender that is a U.S. Person shall deliver to the Borrower Borrowers and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Borrowers or the Agent), executed copies originals of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Borrowers and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Borrowers or the Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. United States federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. United States federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies originals of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W-8BENor IRS Form W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 H-2 or Exhibit 2.17(e)(ii)-3H-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 2.17(e)(ii)-4 H-4 on behalf of each such direct and indirect partner; and; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Borrowers and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Borrowers or the Agent), executed originals of any other form prescribed by applicable law Applicable Law as a basis for claiming exemption from or a reduction in U.S. United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law Applicable Law to permit the Borrower Borrowers or the Agent to determine the withholding or deduction required to be made; (D) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Agent as may be necessary for the Borrowers and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement; and (E) if a payment would be subject to the EU Savings Withholding Tax if the relevant Lender were to fail to comply with this sentence, such Lender shall deliver to the Borrowers and the Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrowers or the Agent, such documentation, authorizations and forms as will permit such payment to be made without EU Savings Withholding Tax. 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 or promptly notify the Borrowers and the Agent in writing of its legal inability to do so.

Status of the Lenders. (i) Each i. Any Lender agrees that, on that is entitled to an exemption from or prior reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the date upon which it shall become a party heretoCompany and the Administrative Agent, and upon at the reasonable request from time to time of or times reasonably requested by the Borrower Company or the Administrative Agent, such Lender will deliver to the Borrower properly completed and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed executed documentation reasonably requested by the United States Internal Revenue Service indicating that Company or the Administrative Agent as will permit such Lender is entitled payments to receive payments be made without deduction withholding or withholding at a reduced rate of any United States federal income taxes, as permitted by the Codewithholding. In addition, any Lender, if reasonably requested by the Borrower Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) . Without limiting the generality of the foregoing, in the event that the if any Borrower is a U.S. Person:, (A) a. any Lender that is a U.S. Person shall deliver to the such Borrower and the Administrative Agent on or prior to before the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Administrative Agent), an executed copies copy of IRS Form W-9 certifying that such Lender is exempt from United States federal U.S. Federal backup withholding tax; (B) b. any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to before the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Administrative Agent), whichever of the following is applicable: (1) . in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed copies copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, E (or applicable successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, E (or applicable successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a 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 2.17(e)(ii)-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor IRS Form W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 or Exhibit 2.17(e)(ii)-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 2.17(e)(ii)-4 on behalf of each such direct and indirect partner; and (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Agent to determine the withholding or deduction required to be made.

Status of the Lenders. (i) Each Any Lender agrees that, on that is entitled to an exemption from or prior reduction of withholding Tax with respect to the date upon which it payments made under any Loan Document shall become a party hereto, and upon the reasonable request from time to time of the Borrower or the Agent, such Lender will deliver to the Borrower and the Agent either (i) a statement that it is organized under Administrative Agent, at the laws of a jurisdiction within the United States time or (ii) duly completed copies of such form or forms as may from time to time be prescribed times reasonably requested by the United States Internal Revenue Service indicating that Borrower or the Administrative Agent, such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted properly completed and executed documentation reasonably requested by the CodeBorrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(Aparagraphs (A), (ii)(BB) and (ii)(DD) belowof Section 2.18(g)(ii)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:, (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to before the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable ​ request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to before the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, 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 Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, 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 copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 E-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor W-8BEN or IRS Form W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 E-2 or Exhibit 2.17(e)(ii)-3E-3, IRS Form W-9, and/or 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 2.17(e)(ii)-4 E-4 on behalf of each such direct and indirect partner; and; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), ​ executed originals copies of any other form prescribed by applicable law Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Recipient under any 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 Code, as applicable), such Recipient shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of the Lenders. (i) Each Lender agrees thatLender, on if entitled to an exemption from or prior reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the date upon which it shall become a party heretoBorrower and the Agent, and upon at the reasonable request from time to time of or times reasonably requested by the Borrower or the Agent, such Lender will deliver to properly completed and executed documentation reasonably requested by the Borrower and or the Agent either (i) as will permit such payments to be made without withholding or at a statement that it is organized under the laws reduced rate of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Codewithholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(Asubclauses (f)(ii)(1), (ii)(Bf)(ii)(2) and (ii)(Df)(ii)(4) below) shall not be required if in the such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender (it being understood that delivers providing any information required by any U.S. federal income tax withholding form as of the date of this Agreement shall not be considered prejudicial to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies position of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(eLender), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the Borrower : (1) if any Lender is a U.S. Person: (A) any , such Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or prior to the date on which such Lender it becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the AgentBorrower), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding tax; (B2) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable: (1i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2ii) executed copies of IRS Form W-8ECI; (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 C-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor IRS Form W-8BEN or W-8BEN-E, as applicable; or (4iv) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 C-2 or Exhibit 2.17(e)(ii)-3C-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 2.17(e)(ii)-4 C-4 on behalf of each such direct and indirect partner; and; (C3) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or and the Agent to determine the withholding or deduction required to be made; and (4) if a payment made to any Lender under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower or the Agent to comply with its obligations under FATCA and to determine that such Lxxxxx has complied with such Lxxxxx’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (4), “FATCA” shall include any amendments made to FATCA after the Closing Date. 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, provide such updated form or certification to the Borrower and the Agent or promptly notify the Borrower in writing of its legal inability to do so.

Status of the Lenders. (i) Each Any Lender agrees that, on that is entitled to an exemption from or prior reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the date upon which it shall become a party heretoCompany and the Administrative Agent, and upon at the reasonable request from time to time of or times reasonably requested by the Borrower Company or the Administrative Agent, such Lender will deliver to the Borrower properly completed and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed executed documentation reasonably requested by the United States Internal Revenue Service indicating that Company or the Administrative Agent as will permit such Lender is entitled payments to receive payments be made without deduction withholding or withholding at a reduced rate of any United States federal income taxes, as permitted by the Codewithholding. In addition, any Lender, if reasonably requested by the Borrower Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the if any Borrower is a U.S. Person:, (Ai) any Lender that is a U.S. Person shall deliver to the such Borrower and the Administrative Agent on or prior to before the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Administrative Agent), executed copies originals of IRS Form W-9 certifying that such Lender is exempt from United States federal U.S. Federal backup withholding tax; (Bii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to before the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Administrative Agent), whichever of the following is applicable: (1A) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, E (or applicable successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, E (or applicable successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2B) executed copies originals of IRS Form W-8ECI; (3C) 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 2.17(e)(ii)-1 G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W-8BENor W-8BEN or IRS Form W-8BEN-E, as applicableE (or applicable successor form); or (4D) to the extent a Foreign Lender is not the beneficial owner, executed copies originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 G-2 or Exhibit 2.17(e)(ii)-3G-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 2.17(e)(ii)-4 G-4 on behalf of each such direct and indirect partner; and; (Ciii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to before the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (iv) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold 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 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 or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so.

Status of the Lenders. (i) Each LC Issuing Bank and each Lender agrees that, on or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of the any Borrower or the Agent, such LC Issuing Bank or such Lender will deliver to the Borrower Borrowers and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that such LC Issuing Bank or such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Code. In addition, any Lender, if reasonably requested by the any Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the such Borrower or the Agent as will enable the such Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A), (ii)(B) and (ii)(Dii)(C) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each LC Issuing Bank and each Lender that delivers to the Borrower Borrowers and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower Borrowers and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. 50 Each LC Issuing Bank and each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower Borrowers pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the any Borrower is a U.S. Person: (A) any Lender that is a U.S. Person shall deliver to the such Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;; 51 (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor IRS Form W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 or Exhibit 2.17(e)(ii)-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 2.17(e)(ii)-4 on behalf of each such direct and indirect partner; and (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the such Borrower or the Agent to determine the withholding or deduction required to be made.

Status of the Lenders. (i) Each Lender agrees thatLender, on if entitled to an exemption from or prior reduction of withholding Tax with respect to the date upon which it payments made under any Transaction Document, shall become a party hereto, and upon the reasonable request from time to time of the Borrower or the Agent, such Lender will deliver to the Borrower and the Agent either (i) a statement that it is organized under Administrative Agent, at the laws of a jurisdiction within the United States time or (ii) duly completed copies of such form or forms as may from time to time be prescribed times reasonably requested by the United States Internal Revenue Service indicating that Borrower or the Administrative Agent, such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted properly completed and executed documentation reasonably requested by the CodeBorrower or the Administrative Agent as shall permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any each Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will shall enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(Asub-clauses 2.07(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if if, in the such Lender’s reasonable judgment judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (iii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person: (Aii) any Any U.S. Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor IRS Form W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 or Exhibit 2.17(e)(ii)-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 2.17(e)(ii)-4 on behalf of each such direct and indirect partner; and (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Agent to determine the withholding or deduction required to be made.

Status of the Lenders. (i) Each Lender agrees thatLender, on if entitled to an exemption from or prior reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the date upon which it shall become a party heretoBorrower and the Agent, and upon at the reasonable request from time to time of or times reasonably requested by the Borrower or the Agent, such Lender will deliver to properly completed and executed documentation reasonably requested by the Borrower and or the Agent either (i) as will permit such payments to be made without withholding or at a statement that it is organized under the laws reduced rate of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Codewithholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(Asubclauses (f)(ii)(1), (ii)(Bf)(ii)(2) and (ii)(Df)(ii)(4) below) shall not be required if in the such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender (it being understood that delivers providing any information required by any U.S. federal income tax withholding form as of the date of this Agreement shall not be considered prejudicial to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies position of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(eLender), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the Borrower : (1) if any Lender is a U.S. Person: (A) any , such Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or prior to the date on which such Lender it becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the AgentBorrower), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding tax; (B2) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable: (1i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2ii) executed copies of IRS Form W-8ECI; (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 C-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor IRS Form W-8BEN or W-8BEN-E, as applicable; or (4iv) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 C-2 or Exhibit 2.17(e)(ii)-3C-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 2.17(e)(ii)-4 C-4 on behalf of each such direct and indirect partner; and; (C3) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or and the Agent to determine the withholding or deduction required to be made; and (4) if a payment made to any Lender under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower or the Agent to comply with its obligations under FATCA and to determine that such Xxxxxx has complied with such Xxxxxx’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (4), “FATCA” shall include any amendments made to FATCA after the Closing Date. 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, provide such updated form or certification to the Borrower and the Agent or promptly notify the Borrower in writing of its legal inability to do so.

Status of the Lenders. (i) Each Lender agrees thatshall, on or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of at such times as are reasonably requested by the Borrower or the Administrative Agent, such Lender will deliver to provide the Borrower and the Administrative Agent either (i) a statement that it is organized under with any documentation prescribed by Law, or reasonably requested by the laws of a jurisdiction within Borrower or the United States or (ii) duly completed copies Administrative Agent, certifying as to any entitlement of such form Lender to an exemption from, or forms as may from time reduction in, any withholding Tax with respect to time any payments to be prescribed by the United States Internal Revenue Service indicating that made to such Lender is entitled to receive payments without deduction or withholding of under any United States federal income taxes, as permitted by the CodeLoan Document. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary Each such Lender shall, whenever a lapse in the preceding two sentences, the completion, execution and submission of time or change in circumstances renders such #94164975v6 Exhibit 10.14 documentation (other than such including any documentation set forth in Section 2.17(e)(ii)(A), (ii)(B) and (ii)(D) specifically referenced below) shall not be required if expired, obsolete or inaccurate in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers respect, deliver reasonably promptly to the Borrower and the Agent, if legally permitted, Administrative #94164975v6 Exhibit 10.14 Agent updated or other appropriate documentation (including any new documentation reasonably requested by the form applicable withholding agent) or forms referred to in the preceding sentence further undertakes to deliver to reasonably promptly notify the Borrower and the Administrative Agent further copies in writing of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it its legal inability to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accuratedo so. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person: (A1) any Each 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 and the Agent Administrative Agent, and if applicable, the assigning Lender (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) on or prior before the date on which it becomes a party to this Agreement (or, in the case of (x) a Participant, on or before the date on which such Lender Participant purchases the related participation and (y) an assignee, on or before the effective date of such assignment), on or before the date on which it becomes a Lender under party to this Agreement (two properly completed and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed duly signed original copies of IRS Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding. Each Lender that is not a “United States federal backup withholding tax; person” as defined in Section 7701(a)(30) of the Code (Ba “Foreign Lender”) any Foreign Lender shall, to the extent it is legally entitled able to do so, deliver to the Borrower and the Agent Administrative Agent, and if applicable, the assigning Lender (or, in such number the case of copies as a Participant, to the Lender from which the related participation shall be requested by the recipienthave been purchased) on or prior before the date on which it becomes a party to this Agreement (or, in the case of (x) a Participant, on or before the date on which such Foreign Lender becomes a Lender under this Agreement Participant purchases the related participation and (y) an assignee, on or before the effective date of such assignment), and from time to time thereafter when required by Law or upon the reasonable request of the Borrower or the Administrative Agent), two properly completed and duly signed copies of whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor IRS Form W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 or Exhibit 2.17(e)(ii)-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 2.17(e)(ii)-4 on behalf of each such direct and indirect partner; and (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Agent to determine the withholding or deduction required to be made.

Status of the Lenders. (i) Each LC Issuing Bank and each Lender agrees that, on or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of the any Borrower or the Agent, such LC Issuing Bank or such Lender will deliver to the Borrower Borrowers and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that such LC Issuing Bank or such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Code. In addition, any Lender, if reasonably requested by the any Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the such Borrower or the Agent as will enable the such Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A), (ii)(B) and (ii)(Dii)(C) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each LC Issuing Bank and each Lender that delivers to the Borrower Borrowers and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower Borrowers and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each LC Issuing Bank and each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower Borrowers pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the any Borrower is a U.S. Person: (A) any Lender that is a U.S. Person shall deliver to the such Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of IRS Form W-8ECI;; 36 (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor IRS Form W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 or Exhibit 2.17(e)(ii)-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 2.17(e)(ii)-4 on behalf of each such direct and indirect partner; and (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the such Borrower or the Agent to determine the withholding or deduction required to be made.

Status of the Lenders. (i) Each Lender agrees thatLender, on if entitled to an exemption from or prior reduction of withholding Tax with respect to the date upon which it payments made under any Transaction Document, shall become a party hereto, and upon the reasonable request from time to time of the Borrower or the Agent, such Lender will deliver to the Borrower and the Agent either (i) a statement that it is organized under Administrative Agent, at the laws of a jurisdiction within the United States time or (ii) duly completed copies of such form or forms as may from time to time be prescribed times reasonably requested by the United States Internal Revenue Service indicating that Borrower or the Administrative Agent, such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted properly completed and executed documentation reasonably requested by the CodeBorrower or the Administrative Agent as shall permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any each Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will shall enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(Asub-clauses 2.06(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if if, in the such Lender’s reasonable judgment judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (iii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person: (A) any Any U.S. Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States U.S. federal backup withholding tax; (B) any Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipientBorrower or the Administrative Agent) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, 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 Loan Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, 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; (2ii) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed copies of IRS Form W-8ECI; (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 K-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor W-8BEN or IRS Form W-8BEN-E, as applicable; or; (4iv) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 K-2 or Exhibit 2.17(e)(ii)-3K-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 2.17(e)(ii)-4 K-4 on behalf of each such direct and indirect partner; andor (v) for purposes of furnishing the U.S. Tax Compliance Certificate as described in the foregoing clauses (iii) and (iv), if a Foreign Lender (or a foreign Participant) is a Disregarded Entity, the Foreign Lender will submit such certificate based on the status of the Person that is treated for U.S. federal income tax purposes as being the sole owner of such Lender or Participant; (C) any Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipientBorrower or the Administrative Agent) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), ) executed originals copies of any other form prescribed by applicable law Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower, the Administrative Agent and the Collateral Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower, the Administrative Agent or the Collateral Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower, the Administrative Agent or the Collateral Agent as may be necessary for the Borrower to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Closing Date. (iii) 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 or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (iv) The Administrative Agent and any successor Administrative Agent shall deliver to the Borrower either (i) an executed copy of IRS Form W-9 or (ii) a duly completed and executed copy IRS Form W-8ECI to establish that the Administrative Agent is not subject to withholding Taxes under the Code with respect to amounts payable for the account of the Administrative Agent under any of the Transaction Documents. The Administrative Agent agrees that if such IRS Form W-9 or W-8ECI, as applicable, previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or promptly notify the Borrower in writing of its legal inability to do so.

Status of the Lenders. (i) Each Any Lender agrees that, on that is entitled to an exemption from or prior reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the date upon which it shall become a party heretoBorrower and the Agent, and upon at the reasonable request from time to time of or times reasonably requested by the Borrower or the Agent, such Lender will deliver to properly completed and executed documentation reasonably requested by the Borrower and or the Agent either (i) as will permit such payments to be made without withholding or at a statement that it is organized under the laws reduced rate of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Codewithholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law Applicable Law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A5.11(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person: (A) any Any Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed copies originals of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. United States federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. United States federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies originals of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W-8BENor IRS Form W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 H-2 or Exhibit 2.17(e)(ii)-3H-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 2.17(e)(ii)-4 H-4 on behalf of each such direct and indirect partner; and; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of any other form prescribed by applicable law Applicable Law as a basis for claiming exemption from or a reduction in U.S. United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law Applicable Law to permit the Borrower or the Agent to determine the withholding or deduction required to be made; (D) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement; and (E) if a payment would be subject to the EU Savings Withholding Tax if the relevant Lender were to fail to comply with this sentence, such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Agent, such documentation, authorizations and forms as will permit such payment to be made without EU Savings Withholding Tax. 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 or promptly notify the Borrower and the Agent in writing of its legal inability to do so.

Status of the Lenders. (i) Each Lender agrees thatLender, on if entitled to an exemption from or prior reduction of withholding Tax with respect to the date upon which it payments made under any Transaction Document, shall become a party hereto, and upon the reasonable request from time to time of the Borrower or the Agent, such Lender will deliver to the Borrower and the Agent either (i) a statement that it is organized under Administrative Agent, at the laws of a jurisdiction within the United States time or (ii) duly completed copies of such form or forms as may from time to time be prescribed times reasonably requested by the United States Internal Revenue Service indicating that Borrower or the Administrative Agent, such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted properly completed and executed documentation reasonably requested by the CodeBorrower or the Administrative Agent as shall permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any each Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will shall enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(Asub‑clauses 2.07(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if if, in the such Lender’s reasonable judgment judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (iii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person: (Aii) any (%5) Any U.S. Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 W‑9 certifying that such Lender is exempt from United States U.S. federal backup withholding tax; (BA) any Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipientBorrower or the Administrative Agent) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Transaction Document, executed copies of IRS Form W-8BEN W‑8BEN or IRS Form W-8BEN-E, as applicable, 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 Loan Transaction Document, IRS Form W-8BEN W‑8BEN or IRS Form W-8BEN-E, as applicable, 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; (2ii) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed copies of IRS Form W-8ECIW‑8ECI; (3iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c881(C) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 K‑1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor W‑8BEN or IRS Form W-8BEN-E, as applicable; orW‑8BEN‑E; (4iv) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMYW‑8IMY, accompanied by IRS Form W-8ECIW‑8ECI, IRS Form W-8BENW‑8BEN or IRS Form W‑8BEN‑E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 K‑2 or Exhibit 2.17(e)(ii)-3K‑3, IRS Form W-9W‑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 2.17(e)(ii)-4 K‑4 on behalf of each such direct and indirect partner; andor (Cv) any for purposes of furnishing the U.S. Tax Compliance Certificate as described in the foregoing clauses (iii) and (iv), if a Foreign Lender (or a foreign Participant) is a Disregarded Entity, the Foreign Lender will submit such certificate based on the status of the Person that is treated for U.S. federal income tax purposes as being the sole owner of such Lender or Participant; (B) Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipientBorrower or the Administrative Agent) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), ) executed originals copies of any other form prescribed by applicable law Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (C) if a payment made to a Lender under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower, the Administrative Agent and the Collateral Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower, the Administrative Agent or the Collateral Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower, the Administrative Agent or the Collateral Agent as may be necessary for the Borrower, the Administrative Agent, and the Collateral Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Closing Date. (iii) 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 or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (iv) The Administrative Agent and any successor Administrative Agent shall deliver to the Borrower either (i) an executed copy of IRS Form W‑9 or (ii) a duly completed and executed copy IRS Form W‑8ECI to establish that the Administrative Agent is not subject to withholding Taxes under the Code with respect to amounts payable for the account of the Administrative Agent under any of the Transaction Documents. The Administrative Agent agrees that if such IRS Form W‑9 or W‑8ECI, as applicable, previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or promptly notify the Borrower in writing of its legal inability to do so.

Status of the Lenders. (i) Each Any Lender agrees that, on that is entitled to an exemption from or prior reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the date upon which it shall become a party heretoCompany and the Administrative Agent, and upon at the reasonable request from time to time of or times reasonably requested by the Borrower Company or the Administrative Agent, such Lender will deliver to the Borrower properly completed and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed executed documentation reasonably requested by the United States Internal Revenue Service indicating that Company or the Administrative Agent as will permit such Lender is entitled payments to receive payments be made without deduction withholding or withholding at a reduced rate of any United States federal income taxes, as permitted by the Codewithholding. In addition, any Lender, if reasonably requested by the Borrower Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers to the Borrower and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the if any Borrower is a U.S. Person:, (A) any Lender that is a U.S. Person shall deliver to the such Borrower and the Administrative Agent on or prior to before the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Administrative Agent), an executed copies copy of IRS Form W-9 certifying that such Lender is exempt from United States federal U.S. Federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to before the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed copies copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, E (or applicable successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, E (or applicable successor form) establishing an exemption from, or reduction of, U.S. federal Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) an executed copies copy of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies originals of IRS Form W-8BENor W-8BEN or IRS Form W-8BEN-E, as applicableE (or applicable successor form); or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 G-2 or Exhibit 2.17(e)(ii)-3G-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 2.17(e)(ii)-4 G-4 on behalf of each such direct and indirect partner; and; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to before the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Administrative Agent), executed originals copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold 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 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 or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so.

Status of the Lenders. (i) Each Lender agrees thatshall, on or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of at such times as are reasonably requested by the Borrower or the Administrative Agent, such Lender will deliver to provide the Borrower and the Administrative Agent either (i) a statement that it is organized under with any documentation prescribed by Law, or reasonably requested by the laws of a jurisdiction within Borrower or the United States or (ii) duly completed copies Administrative Agent, certifying as to any entitlement of such form Lender to an exemption from, or forms as may from time reduction in, any withholding Tax with respect to time any payments to be prescribed by the United States Internal Revenue Service indicating that made to such Lender is entitled to receive payments without deduction or withholding of under any United States federal income taxes, as permitted by the CodeLoan Document. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary Each such Lender shall, whenever a lapse in the preceding two sentences, the completion, execution and submission of time or change in circumstances renders such documentation (other than such including any documentation set forth in Section 2.17(e)(ii)(A), (ii)(B) and (ii)(D) specifically referenced below) shall not be required if expired, obsolete or inaccurate in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers respect, deliver reasonably promptly to the Borrower and the Agent, if legally permitted, Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the form applicable withholding agent) or forms referred to in the preceding sentence further undertakes to deliver to reasonably promptly notify the Borrower and the Administrative Agent further copies in writing of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it its legal inability to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accuratedo so. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person: (A) any Each 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 and the Agent Administrative Agent, and if applicable, the assigning Lender (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) on or prior before the date on which it becomes a party to this Agreement (or, in the case of (x) a Participant, on or before the date on which such Lender Participant purchases the related participation and (y) an assignee, on or before the effective date of such assignment), on or before the date on which it becomes a Lender under party to this Agreement (two properly completed and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed duly signed original copies of IRS Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding. Each Lender that is not a “United States federal backup withholding tax; person” as defined in Section 7701(a)(30) of the Code (Ba “Foreign Lender”) any Foreign Lender shall, to the extent it is legally entitled able to do so, deliver to the Borrower and the Agent Administrative Agent, and if applicable, the assigning Lender (or, in such number the case of copies as a Participant, to the Lender from which the related participation shall be requested by the recipienthave been purchased) on or prior before the date on which it becomes a party to this Agreement (or, in the case of (x) a Participant, on or before the date on which such Foreign Lender becomes a Lender under this Agreement Participant purchases the related participation and (y) an assignee, on or before the effective date of such assignment), and from time to time thereafter when required by Law or upon the reasonable request of the Borrower or the Administrative Agent), two properly completed and duly signed copies of whichever of the following is applicable: (1) in the case an executed original of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan DocumentInternal Revenue Service Form W-8BEN, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and applicable (y) with respect to any other applicable payments eligibility for benefits under any Loan Documentincome tax treaty), IRS Form W-8BEN or IRS Form W-8BEN-Esuccessor and related applicable forms, as applicablethe case may be, establishing certifying to such Foreign Lender’s entitlement as of such date to an exemption from, from or reduction of, U.S. federal of United States withholding Tax pursuant tax with respect to the “business profits” or “other income” article of such tax treaty;payments to be made under this Agreement, (2) executed copies of IRS Internal Revenue Service Form W-8ECI;W-8ECI (or any successor forms), (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of or the Code, (x) a certificate certificate, in substantially in the form of Exhibit 2.17(e)(ii)-1 L (any such certificate a “United States Tax Compliance Certificate”), or any other form approved by the Administrative Agent and Borrower, to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (Code, and that no payments in connection with the Loan Documents are effectively connected with such Lender’s conduct of a “U.S. Tax Compliance Certificate”) trade or business and (y) two properly completed and duly executed copies of IRS Internal Revenue Service Form W-8BENor IRS Form W-8BEN or W-8BEN-E, as applicable; orapplicable (or any successor forms), (4) to the extent a Foreign Lender is not the beneficial ownerowner (for example, executed copies where the Lender is a partnership, or is a Lender that has granted a participation), Internal Revenue Service Form W-8IMY (or any successor forms) of IRS Form W-8IMYthe Lender, accompanied by IRS Internal Revenue Service Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. as applicable (or any successor forms), United States Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 or Exhibit 2.17(e)(ii)-3Certificate, IRS Internal Revenue Service Form W-9, Form W-8IMY (or other successor forms) and/or any other certification documents required information from each beneficial owner, as applicable; applicable (provided that that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. the United States Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-4 may be provided by such Lender on behalf of each such direct and or indirect partner; andpartner(s)), or (C5) any other form prescribed by applicable U.S. federal income tax Laws (including the Treasury regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding tax on any payments to such Lender under the Loan Documents. Further, each Foreign Lender shallagrees, (i) to the extent it is not precluded from doing so by a Change in Law and otherwise legally entitled able to do so, to deliver to the Borrower and the Agent Administrative Agent, and if applicable, the assigning Lender (or, in such number the case of copies as a Participant, to the Lender from which the related participation shall be requested by have been purchased), from time to time, an executed original of the recipient) applicable Form W-8 or successor and related applicable forms or certificates, on or prior before the date that any such form or certificate, as the case may be, expires or becomes obsolete or invalid in accordance with applicable U.S. laws and regulations, (ii) in the case of a Foreign Lender that delivers a United States Tax Compliance Certificate, to deliver to the Borrower and the Administrative Agent, and if applicable, the assigning Lender (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased), such statement on an annual basis reasonably promptly after the anniversary of the date on which such Foreign Lender becomes became a party to this Agreement (or, in the case of a Participant, the date on which the Participant purchased the related participation), and (iii) to notify promptly the Borrower and the Administrative Agent (or, in the case of a Participant, the Lender from which the related participation shall have been purchased) if it is no longer able to deliver, or if it is required to withdraw or cancel, any form or certificate previously delivered by it pursuant to this Section 3.01(f). (A) In addition, but without duplication of the covenant as to United States withholding tax contained in Section 3.01(f)(i) and (ii), any Lender that is entitled to an exemption from or reduction of withholding Tax under the law of the jurisdiction(s) in which the Borrower is organized, or any treaty to which any such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed original documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. (B) If a payment made to a Lender under this Agreement any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and from the Administrative Agent at the time to or times prescribed by law and at such time thereafter upon the reasonable request of or times reasonably requested by the Borrower or the Agent), executed originals of any other form Administrative Agent such documentation prescribed by applicable law Law (including as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their FATCA obligations, to determine whether such Lender has or has not complied with such Lender’s FATCA obligations and to determine the withholding or deduction amount, if any, to deduct and withhold from such payment. Notwithstanding any other provision of this clause (f), a Lender shall not be required to be madedeliver any documentation that such Lender is not legally eligible to deliver. Each Lender authorizes the Administrative Agent to deliver to the Borrower and to any successor Agent any documentation provided by the Lender to the Agent pursuant to this Section 3.01(f).

Status of the Lenders. (i) Each LC Issuing Bank and each Lender agrees that, on or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of the any Borrower or the Agent, such LC Issuing Bank or such Lender will deliver to the Borrower Borrowers and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that such LC Issuing Bank or such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Code. In addition, any Lender, if reasonably requested by the any Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the such Borrower or the Agent as will enable the such Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A), (ii)(B) and (ii)(Dii)(C) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each LC Issuing Bank and each Lender that delivers to the Borrower Borrowers and the Agent, if legally permitted, the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower Borrowers and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each LC Issuing Bank and each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower Borrowers pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (ii) Without limiting the generality of the foregoing, in the event that the any Borrower is a U.S. Person: (A) any Lender that is a U.S. Person shall deliver to the such Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.17(e)(ii)-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENor IRS Form W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 or Exhibit 2.17(e)(ii)-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 2.17(e)(ii)-4 on behalf of each such direct and indirect partner; and (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the such Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the such Borrower or the Agent to determine the withholding or deduction required to be made.

Status of the Lenders. (i) Each Lender agrees thatshall, on at such times as are reasonably requested by the Borrower or prior to any Administrative Agent, provide the date upon which it shall become a party heretoBorrower and the applicable Administrative Agent with any documentation prescribed by Law, and upon the reasonable request from time to time of or reasonably requested by the Borrower or the applicable Administrative Agent, certifying as to any entitlement of such Lender will deliver to the Borrower and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United States an exemption from, or (ii) duly completed copies of such form or forms as may from time reduction in, any withholding Tax with respect to time any payments to be prescribed by the United States Internal Revenue Service indicating that made to such Lender is entitled to receive payments without deduction or withholding of under any United States federal income taxes, as permitted by the CodeLoan Document. In addition, any Lender, if reasonably requested by the Borrower or the any Administrative Agent, shall deliver such other documentation prescribed by applicable law Law or reasonably requested by the Borrower or the any Administrative Agent as will enable the Borrower or the such Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary Each such Lender shall, whenever a lapse in the preceding two sentences, the completion, execution and submission of time or change in circumstances renders such documentation (other than such including any documentation set forth in Section 2.17(e)(ii)(A), (ii)(B) and (ii)(D) specifically referenced below) shall not be required if expired, obsolete or inaccurate in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender that delivers respect, deliver reasonably promptly to the Borrower and the Agent, if legally permitted, applicable Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the form applicable withholding agent) or forms referred to in the preceding sentence further undertakes to deliver to reasonably promptly notify the Borrower and the applicable Administrative Agent further copies in writing of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it its legal inability to the Agent and the Borrower pursuant to this Section 2.17(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accuratedo so. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person: (A) any Each 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 and the Agent Administrative Agents, and if applicable, the assigning Lender (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) on or prior before the date on which it becomes a party to this Agreement (or, in the case of (x) a Participant, on or before the date on which such Lender Participant purchases the related participation and (y) an assignee, on or before the effective date of such assignment), on or before the date on which it becomes a Lender under party to this Agreement (two properly completed and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed duly signed original copies of IRS Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding. Each Lender that is not a “United States federal backup withholding tax; person” as defined in Section 7701(a)(30) of the Code (Ba “Foreign Lender”) any Foreign Lender shall, to the extent it is legally entitled able to do so, deliver to the Borrower and the Agent Administrative Agents, and if applicable, the assigning Lender (or, in such number the case of copies as a Participant, to the Lender from which the related participation shall be requested by the recipienthave been purchased) on or prior before the date on which it becomes a party to this Agreement (or, in the case of (x) a Participant, on or before the date on which such Foreign Lender becomes a Lender under this Agreement Participant purchases the related participation and (y) an assignee, on or before the effective date of such assignment), and from time to time thereafter when required by Law or upon the reasonable request of the Borrower or the any Administrative Agent), two properly completed and duly signed copies of whichever of the following is applicable: (1) in the case an executed original of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan DocumentInternal Revenue Service Form W-8BEN, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and applicable (y) with respect to any other applicable payments eligibility for benefits under any Loan Documentincome tax treaty), IRS Form W-8BEN or IRS Form W-8BEN-Esuccessor and related applicable forms, as applicablethe case may be, establishing certifying to such Foreign Lender’s entitlement as of such date to an exemption from, from or reduction of, U.S. federal of United States withholding Tax pursuant tax with respect to the “business profits” or “other income” article of such tax treaty;payments to be made under this Agreement, (2) executed copies of IRS Internal Revenue Service Form W-8ECI;W-8ECI (or any successor forms), (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of or the Code, (x) a certificate certificate, in substantially in the form of Exhibit 2.17(e)(ii)-1 L (any such certificate a “United States Tax Compliance Certificate”), or any other form approved by the Administrative Agents and Borrower, to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (Code, and that no payments in connection with the Loan Documents are effectively connected with such Lender’s conduct of a “U.S. Tax Compliance Certificate”) trade or business and (y) two properly completed and duly executed copies of IRS Internal Revenue Service Form W-8BENor IRS Form W-8BEN or W-8BEN-E, as applicable; orapplicable (or any successor forms), (4) to the extent a Foreign Lender is not the beneficial ownerowner (for example, executed copies where the Lender is a partnership, or is a Lender that has granted a participation), Internal Revenue Service Form W-8IMY (or any successor forms) of IRS Form W-8IMYthe Lender, accompanied by IRS Internal Revenue Service Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. as applicable (or any successor forms), United States Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-2 or Exhibit 2.17(e)(ii)-3Certificate, IRS Internal Revenue Service Form W-9, Form W-8IMY (or other successor forms) and/or any other certification documents required information from each beneficial owner, as applicable; applicable (provided that that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. the United States Tax Compliance Certificate substantially in the form of Exhibit 2.17(e)(ii)-4 may be provided by such Lender on behalf of each such direct and or indirect partner; andpartner(s)), or (C5) any other form prescribed by applicable U.S. federal income tax Laws (including the Treasury regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding tax on any payments to such Lender under the Loan Documents. Further, each Foreign Lender shallagrees, (i) to the extent it is not precluded from doing so by a Change in Law and otherwise legally entitled able to do so, to deliver to the Borrower and the Agent Administrative Agents, and if applicable, the assigning Lender (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased), from time to time, an executed original of the applicable Form W-8 or successor and related applicable forms or certificates, on or before the date that any such number form or certificate, as the case may be, expires or becomes obsolete or invalid in accordance with applicable U.S. laws and regulations, and (ii) to notify promptly the Borrower and the Administrative Agents (or, in the case of copies a Participant, the Lender from which the related participation shall have been purchased) if it is no longer able to deliver, or if it is required to withdraw or cancel, any form or certificate previously delivered by it pursuant to this Section 3.01(f). (A) In addition, but without duplication of the covenant as to United States withholding tax contained in Section 3.01(f)(i) and (ii), any Lender that is entitled to an exemption from or reduction of withholding Tax under the law of the jurisdiction(s) in which the Borrower is organized, or any treaty to which any such jurisdiction is a party, with respect to payments under this Agreement shall be deliver to the Borrower (with a copy to the Administrative Agents), at the time or times prescribed by applicable law, such properly completed and executed original documentation prescribed by applicable law or reasonably requested by the recipientBorrower as will permit such payments to be made without withholding or at a reduced rate. (B) on or prior If a payment made to the date on which such Foreign Lender becomes a Lender under this Agreement any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and from the Administrative Agents at the time to or times prescribed by law and at such time thereafter upon the reasonable request of or times reasonably requested by the Borrower or the Agent), executed originals of any other form Administrative Agents such documentation prescribed by applicable law Law (including as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent Administrative Agents as may be necessary for the Borrower and the Administrative Agents to comply with their FATCA obligations, to determine whether such Lender has or has not complied with such Lender’s FATCA obligations and to determine the withholding or deduction amount, if any, to deduct and withhold from such payment. Solely for the purposes of this clause (B), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Notwithstanding any other provision of this clause (f), a Lender shall not be required to be madedeliver any documentation that such Lender is not legally eligible to deliver. Each Lender authorizes the applicable Administrative Agent to deliver to the Borrower and to any successor Agent any documentation provided by the Lender to the Agent pursuant to this Section 3.01(f).