Common use of Tax Forms Clause in Contracts

Tax Forms. (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or (y) two duly signed, properly completed, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)) as may then be available under then current United States laws and regulations to avoid or reduce, United States withholding taxes in respect of payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall shall, to the extent it is legally entitled to do so, deliver to the Lead Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten Business Days after the Closing Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN W-8BEN, W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower Borrowers or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower Borrowers or any other Loan Party pursuant to this Agreement or any other Loan Document) or (ysuch other evidence reasonably satisfactory to the Lead Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 871(h) two duly signedor 881(c) of the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Lead Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with Borrowers within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall shall, to the extent it is legally entitled to do so, (A) promptly submit to the Lead Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws Laws and regulations to avoid or reducereduce any United States federal withholding tax, or such evidence as is reasonably satisfactory to the Lead Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower Borrowers or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event a change in the Lender’s circumstances requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower Borrowers and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Lead Borrower or the Administrative Agent, and (B) promptly notify the Lead Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each . Any Foreign LenderLender shall, to the extent it does not act or ceases is legally entitled to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for exampledo so, in the case of a typical participation by such Foreign Lender), shall deliver to the Lead Borrower and the Administrative Agent on the date when (in such Foreign Lender ceases to act for its own account with respect to any portion number of any such sums paid or payable, and at such other times copies as prescribed shall be requested by the last sentence of Section 10.15(a)(irecipient) on or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required prior to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became becomes a party to Lender under this Agreement (and (ii) from time to time thereafter upon the date on which reasonable request of the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy Lead Borrower or the foregoing provisions of this Section 10.15(aAdministrative Agent), or (C) executed originals of any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, other form prescribed by applicable law as a result of an assignment) basis for claiming exemption from or ceased a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to act for its own account with respect to permit any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY to determine the withholding or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes deduction required by any Laws to be deducted and withheld from any payment under any of the Loan Documentsmade. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”, which, for the avoidance of doubt, shall include reference to the Administrative Agent if it is not a “United States person”) shall shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten Business Days after the Closing Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Bridge Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Bridge Loan Document) or (ysuch other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 871(h) two duly signedor 881(c) of the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws Laws and regulations to avoid avoid, or reducesuch evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Bridge Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event a change in the Lender’s circumstances requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (a) (i) Each Lender and each Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall shall, to the extent it is legally entitled to do so and if not previously delivered, deliver to the Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or (yor, in the case of a Foreign Lender claiming such an exemption under Section 881(c) two duly signedof the Code, properly completed, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender to the extent it is legally entitled to do so shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws Laws and regulations to avoid avoid, or reducesuch evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (a) (i) Each Lender and each Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall shall, to the extent it is legally entitled to do so and if not previously delivered, deliver to the Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or (ysuch other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States withholding tax, including any exemption pursuant to Section 871(h) two duly signedor 881(c) of the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time certificates) to time by the relevant United States taxing authorities avoid, or such other evidence as is reasonably satisfactory to the Borrower and the Administrative Agent (in either caseof any available exemption from, in its sole discretion)) as may then be available under then current United States laws and regulations to avoid or reducereduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (i1) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN or W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or (ysuch other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States withholding tax, including any exemption pursuant to Section 871(h) two duly signedor 881(c) of the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws Laws and regulations to avoid avoid, or reducesuch evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (iii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iiiii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (CB) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, provided that (i) if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or certificates other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate and (but ii) nothing in this Section 10.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that the requirements of 10.15(a)(ii) have not including (1) been satisfied if the Borrower is entitled, under applicable Law, to rely on any change applicable forms and statements required to be provided under this Section 10.15 by the extent Foreign Lender that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) act or has ceased to act for its own account under any of the Loan Documents, including in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide)a typical participation. (iviii) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original completed copies of IRS Form W-9, or any successor thereto, W-9 on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholdingwithholding tax, or any successor form. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding tax imposed by the Code. (c) In addition. Thereafter and from time to time, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify (A) promptly submit to the Borrower and the Administrative Agent therefor. The obligation such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms) as may then be available under then current United States Laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive Borrower and the termination Administrative Agent of the Aggregate Commitments, repayment any available exemption from United States backup withholding taxes in respect of all payments to be made to such U.S. Lender by the Borrower or other Obligations hereunderLoan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the assignment date that any such form or other evidence expires or becomes obsolete, (2) after the occurrence of rights any event requiring a change in the most recent form or evidence previously delivered by or it to the replacement of a Lender, Borrower and the resignation of Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption. (ec) Without limiting the obligations of Lenders and Agents pursuant If a payment made to Section 10.15(a) through (c), any a Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made 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 the Borrower and the Administrative Agent, Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, Agent such properly completed documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and executed such additional documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to may be made without such withholding or at a reduced rate of withholding; provided, however, that necessary for the completion, execution Borrower and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Administrative Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required comply with their obligations under FATCA and to deliver any form determine that such Lender is not legally able has complied with such Lender’s obligations under FATCA or to deliverdetermine the amount to deduct and withhold from such payment.

Tax Forms. (ia) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Payment Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan DocumentAgreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan DocumentAgreement) or (ysuch other evidence satisfactory to the Borrower and the Payment Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) two duly signedof the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, or and (iii) a controlled foreign corporation related to the Borrower with within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Payment Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws and regulations to avoid avoid, or reducesuch evidence as is satisfactory to the Borrower and the Payment Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Payment Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender. (iii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Payment Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Payment Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States U.S. withholding tax, and (B) two duly signed, properly completed, original signed completed copies of IRS Form W-8IMY W-81MY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iiiii) The Borrower shall not be required to pay any additional amount or to any indemnity payment Foreign Lender under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i11.15(a) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, or (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b11.15(a); provided, provided that if such Lender shall have satisfied the requirement of this Section 10.15(a11.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b11.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or certificates other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide)rate. (iviii) The Administrative Payment Agent may deduct and may, without reduction, withhold any taxes Taxes required by any Laws to be deducted and withheld from any payment under any of the Loan DocumentsDocuments with respect to which the Borrower is not required to pay additional amounts under this Section 11.15(a). (b) Each Upon the request of the Payment Agent, each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Payment Agent and the Borrower two duly signed, properly completed, original signed completed copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Payment Agent and/or the Borrower may withhold from any interest payment to such U.S. Lender an amount equivalent to the applicable backup back-up withholding tax imposed by the Code, without reduction. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Payment Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01)Lender, such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Payment Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Payment Agent under this Section 11.15, and costs and expenses (including Attorney Costs) of the Payment Agent. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 11.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, hereunder and the resignation of the Administrative Payment Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Restatement Effective Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN W-8BEN, IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or (ysuch other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 871(h) two duly signedor 881(c) of the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws Laws and regulations to avoid avoid, or reducesuch evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event a change in the Lender’s circumstances requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or (ysuch other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 871(h) two duly signedor 881(c) of the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws Laws and regulations to avoid avoid, or reducesuch evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event a change in the Lender’s circumstances requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two (2) duly signed, properly completed, original copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or (y) two (2) duly signed, properly completed, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)) as may then be available under then current United States laws and regulations to avoid or reduce, United States withholding taxes in respect of payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (i) Each Lender and Agent that is not a “"United States person” " within the meaning of Section 7701(a)(30) of the Code (each, a “"Foreign Lender”") shall deliver to the Borrower Administrative Agent and the Administrative AgentBorrower, prior to receipt of any payment subject or upon becoming a party to withholding under the Code this Agreement (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan DocumentAgreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan DocumentAgreement) or (y) two duly signed, properly completed, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing such other evidence satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Administrative Agent that such Foreign Lender is not (ix) a “"bank” within the meaning of " as defined in Section 881(c)(3)(A88l(c)(3)(A) of the Code, (iiy) a 10-10 percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, or Code and (iiiz) a controlled foreign corporation related to the Borrower with within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws and regulations to avoid avoid, or reducesuch evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at (C) take such other times steps as prescribed by the last sentence of Section 10.15(a)(i) or as may shall not be necessary in the determination of the Borrower or the Administrative Agent (in either casematerially disadvantageous to it, in the reasonable exercise judgment of such Foreign Lender, and as may be reasonably necessary (including the re-designation of its discretion), (ALending Office) two duly signed, properly completed, original copies to avoid any requirement of applicable Laws that the forms Borrower make any deduction or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts withholding for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums taxes from amounts payable to such Foreign Lender. (iii) The Borrower shall not be required . Subject to pay any additional amount or any indemnity payment under Section 3.01 to (A) any 11.14(a)(iii), if the forms provided by a Foreign Lender with respect to at any time indicate a U.S. interest withholding rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption for periods governed by such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b)forms; provided, that however, that, if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on at the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts Assignment and Assumption pursuant to Section 3.01 in the event that, as which a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Foreign Lender is assignor was entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application subsection (a) of the United States federal Section 3.01 in respect of U.S. withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under interest paid at such date, then, to such extent, Taxes shall include (in addition to withholding tax that may be imposed in the future or other amounts otherwise includible in Taxes) U.S. withholding tax, if any, applicable with respect to the Foreign Lender assignee on such date. If any Loan Document form or document referred to in this subsection (a) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by IRS Forms W-8BEN or W-8ECI, that the Foreign Lender reasonably considers to be confidential, the Foreign Lender shall deliver give notice thereof to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if obligated to include in such form or document such confidential information unless arrangements satisfactory to such Foreign Lender have been made to preserve the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position confidential nature of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliverinformation.

Tax Forms. (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party Subsidiary pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party Subsidiary pursuant to this Agreement or any other Loan Document) or (ysuch other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States withholding tax, including any exemption pursuant to Section 871(h) two duly signedor 881(c) of the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (iA) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (iiB) a 10-percent shareholder stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iiiC) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (AY) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws Laws and regulations to avoid avoid, or reducesuch evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party any Subsidiary pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (BZ) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Payment Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan DocumentAgreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan DocumentAgreement) or (ysuch other evidence satisfactory to the Borrower and the Payment Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) two duly signedof the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, or and (iii) a controlled foreign corporation related to the Borrower with within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Payment Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws and regulations to avoid avoid, or reducesuch evidence as is satisfactory to the Borrower and the Payment Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Payment Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Payment Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Payment Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States U.S. withholding tax, and (B) two duly signed, properly completed, original signed completed copies of IRS Form W-8IMY W-81MY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or to any indemnity payment Foreign Lender under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i11.15(a) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, or (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b11.15(a); provided, provided that if such Lender shall have satisfied the requirement of this Section 10.15(a11.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b11.15 (a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or certificates other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide)rate. (iv) The Administrative Payment Agent may deduct and may, without reduction, withhold any taxes Taxes required by any Laws to be deducted and withheld from any payment under any of the Loan DocumentsDocuments with respect to which the Borrower is not required to pay additional amounts under this Section 11.15(a). (b) Each Upon the request of the Payment Agent, each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Payment Agent and the Borrower two duly signed, properly completed, original signed completed copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Payment Agent and/or the Borrower may withhold from any interest payment to such U.S. Lender an amount equivalent to the applicable backup back-up withholding tax imposed by the Code, without reduction. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Payment Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01)Lender, such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Payment Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Payment Agent under this Section 11.15, and costs and expenses (including Attorney Costs) of the Payment Agent. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 11.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, hereunder and the resignation of the Administrative Payment Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two (2) duly signed, properly completed, original copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or (y) two (2) duly signed, properly completed, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)) as may then be available under then current United States laws and regulations to avoid or reduce, United States withholding taxes in respect of payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.. ​ (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two (2) duly signed, properly completed, original copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two (2) duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor ​ forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two (2) duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Revolving Commitments, the repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. ​ Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (i) Each Lender and Agent that is not a “"United States person” " within the meaning of Section 7701(a)(30) of the Internal Revenue Code (each, a “"Foreign Lender”") shall deliver to the Borrower and the Administrative Agent, prior to receipt of any payment subject to withholding under the Code this Credit Agreement or any Note (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (xA) two duly signed, properly completed, original signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an a complete exemption from, or reduction of, from any United States withholding tax on any payments to be made to such Foreign Lender by the Borrower or any other Loan Party Borrowers pursuant to this Agreement or any other Loan DocumentCredit Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party Borrowers pursuant to this Credit Agreement or any other Loan Documentbeing subject to full United States income tax) or (y) two duly signed, properly completed, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing such other evidence satisfactory to the Borrower Borrowers and the Administrative Agent that such Foreign Lender is entitled to a complete exemption from United States withholding tax, including any exemption pursuant to Section 881(c) of the Internal Revenue Code and (B) two duly signed completed copies of IRS Form W-8, or applicable successor form, certifying that it is entitled to an exemption from United States backup withholding tax. For the avoidance of doubt, in the case of an exemption under Section 881(c) of the Internal Revenue Code, such other satisfactory evidence shall include a statement under penalties of perjury that such Lender (1) is not a "bank" under Section 881(c)(3)(A) of the Internal Revenue Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to nay Governmental Authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (i2) is not a “bank” 10% shareholder of any of the Borrowers within the meaning of Section 881(c)(3)(A811(c)(3)(B) of the Code, Internal Revenue Code and (ii3) is not a 10-percent shareholder controlled foreign corporation receiving interest from a related person within the meaning of Section 871(h)(3)(B881(c)(3)(C) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Internal Revenue Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws and regulations to avoid avoid, or reduce, such evidence as is satisfactory to the Borrowers and the Administrative Agent of any available exemption from United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party Borrowers pursuant to this Credit Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which that would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrowers make any deduction or withholding for taxes from amounts payable to such Foreign Lender. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Credit Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such 105 sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States U.S. withholding tax, and (B) two duly signed, properly completed, original signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Internal Revenue Code, to establish that such Foreign Lender is not acting for its own account with respect to a the remaining portion of any such sums payable to such Foreign Lender. (iii) The Borrower Borrowers shall not be required to pay any additional amount or to any indemnity payment Foreign Lender under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i11.15(a) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, or (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b11.15(a); provided, provided that if such Lender shall have satisfied the requirement of this Section 10.15(a11.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Credit Documents, nothing in this Section 10.15(a) or Section 10.15(b11.15(a) shall relieve the Borrower Borrowers of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Lawlaw, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or certificates other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Credit Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide)rate. (iv) The Administrative Agent may deduct and may, without reduction, withhold any taxes Taxes required by any Laws to be deducted and withheld from any payment under any of the Loan DocumentsCredit Documents with respect to which the Borrowers are not required to pay additional amounts under this Section 11.15(a). (b) Each Upon the request of the Administrative Agent, each Lender and Agent that is a “"United States person” " within the meaning of Section 7701(a)(30) of the Internal Revenue Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original signed completed copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any interest payment to such U.S. Lender an amount equivalent to the applicable backup back-up withholding tax imposed by the Internal Revenue Code, without reduction. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01)Lender, such Foreign Lender or U.S. Lender shall indemnify the Borrower Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent thereforunder this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, hereunder and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (ia) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Payment Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan DocumentAgreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan DocumentAgreement) or (ysuch other evidence satisfactory to the Borrower and the Payment Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) two duly signedof the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, or and (iii) a controlled foreign corporation related to the Borrower with within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Payment Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws and regulations to avoid avoid, or reducesuch evidence as is satisfactory to the Borrower and the Payment Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, Agreement and (B) promptly notify the Borrower and the Administrative Payment Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (iii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Payment Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Payment Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States U.S. withholding tax, and (B) two duly signed, properly completed, original signed completed copies of IRS Form W-8IMY W-81MY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iiiii) The Borrower shall not be required to pay any additional amount or to any indemnity payment Foreign Lender under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i11.15(a) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, or (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b11.15(a); provided, provided that if such Lender shall have satisfied the requirement of this Section 10.15(a11.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b11.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or certificates other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide)rate. (iviii) The Administrative Payment Agent may deduct and may, without reduction, withhold any taxes Taxes required by any Laws to be deducted and withheld from any payment under any of the Loan DocumentsDocuments with respect to which the Borrower is not required to pay additional amounts under this Section 11.15(a). (b) Each Upon the request of the Payment Agent, each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Payment Agent and the Borrower two duly signed, properly completed, original signed completed copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Payment Agent and/or the Borrower may withhold from any interest payment to such U.S. Lender an amount equivalent to the applicable backup back-up withholding tax imposed by the Code, without reduction. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Payment Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01)Lender, such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Payment Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Payment Agent under this Section 11.15, and costs and expenses (including Attorney Costs) of the Payment Agent. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 11.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, hereunder and the resignation of the Administrative Payment Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall shall, to the extent it is legally entitled to do so, deliver to the Lead Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten Business Days after the Sixth Restatement Effective Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN W-8BEN, W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower Borrowers or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower Borrowers or any other Loan Party pursuant to this Agreement or any other Loan Document) or (ysuch other evidence reasonably satisfactory to the Lead Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 871(h) two duly signedor 881(c) of the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Lead Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with Borrowers within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall shall, to the extent it is legally entitled to do so, (A) promptly submit to the Lead Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws Laws and regulations to avoid or reducereduce any United States federal withholding tax, or such evidence as is reasonably satisfactory to the Lead Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower Borrowers or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event a change in the Lender’s circumstances requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower Borrowers and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Lead Borrower or the Administrative Agent, and (B) promptly notify the Lead Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each . Any Foreign LenderLender shall, to the extent it does not act or ceases is legally entitled to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for exampledo so, in the case of a typical participation by such Foreign Lender), shall deliver to the Lead Borrower and the Administrative Agent on the date when (in such Foreign Lender ceases to act for its own account with respect to any portion number of any such sums paid or payable, and at such other times copies as prescribed shall be requested by the last sentence of Section 10.15(a)(irecipient) on or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required prior to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became becomes a party to Lender under this Agreement (and (ii) from time to time thereafter upon the date on which reasonable request of the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy Lead Borrower or the foregoing provisions of this Section 10.15(aAdministrative Agent), or (C) executed originals of any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, other form prescribed by applicable law as a result of an assignment) basis for claiming exemption from or ceased a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to act for its own account with respect to permit any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY to determine the withholding or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes deduction required by any Laws to be deducted and withheld from any payment under any of the Loan Documentsmade. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall shall, to the extent it is legally entitled to do so, deliver to the Lead Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN W-8BEN, W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower Borrowers or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower Borrowers or any other Loan Party pursuant to this Agreement or any other Loan Document) or (ysuch other evidence reasonably satisfactory to the Lead Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 871(h) two duly signedor 881(c) of the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Lead Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with Borrowers within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall shall, to the extent it is legally entitled to do so, (A) promptly submit to the Lead Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws Laws and regulations to avoid or reducereduce any United States federal withholding tax, or such evidence as is reasonably satisfactory to the Lead Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower Borrowers or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event a change in the Lender’s circumstances requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower Borrowers and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Lead Borrower or the Administrative Agent, and (B) promptly notify the Lead Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each . Any Foreign LenderLender shall, to the extent it does not act or ceases is legally entitled to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for exampledo so, in the case of a typical participation by such Foreign Lender), shall deliver to the Lead Borrower and the Administrative Agent on the date when (in such Foreign Lender ceases to act for its own account with respect to any portion number of any such sums paid or payable, and at such other times copies as prescribed shall be requested by the last sentence of Section 10.15(a)(irecipient) on or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required prior to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became becomes a party to Lender under this Agreement (and (ii) from time to time thereafter upon the date on which reasonable request of the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy Lead Borrower or the foregoing provisions of this Section 10.15(aAdministrative Agent), or (C) executed originals of any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, other form prescribed by applicable law as a result of an assignment) basis for claiming exemption from or ceased a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to act for its own account with respect to permit any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY to determine the withholding or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes deduction required by any Laws to be deducted and withheld from any payment under any of the Loan Documentsmade. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall shall, to the extent it is legally entitled to do so, deliver to the Lead Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten Business Days after the Fifth Restatement Effective Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN W-8BEN, W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower Borrowers or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower Borrowers or any other Loan Party pursuant to this Agreement or any other Loan Document) or (ysuch other evidence reasonably satisfactory to the Lead Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 871(h) two duly signedor 881(c) of the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Lead Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with Borrowers within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall shall, to the extent it is legally entitled to do so, (A) promptly submit to the Lead Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws Laws and regulations to avoid or reducereduce any United States federal withholding tax, or such evidence as is reasonably satisfactory to the Lead Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower Borrowers or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event a change in the Lender’s circumstances requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower Borrowers and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Lead Borrower or the Administrative Agent, and (B) promptly notify the Lead Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Lead 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 Lead Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit any Borrower or the Administrative Agent to determine the withholding or deduction required to be made. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for exampleDocuments, in shall, to the case of a typical participation by such Foreign Lender)extent it is legally entitled to do so, shall deliver to the Lead Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Lead Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish that the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States federal withholding tax or is subject to a reduced rate of such tax, and (B) two duly signed, properly completed, original signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses is required to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign LenderLender and that such portion is not subject to United States federal withholding tax or is subject to a reduced rate of such tax. (iii) The Borrower Borrowers shall not be required to pay any additional amount or any indemnity payment under Section 3.01 with respect to any U.S. federal withholding tax resulting from (A) any Foreign Lender Lender’s failure to comply with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), (B) any U.S. Lender’s failure to comply with the provisions of Section 10.15(b) or (C) any U.S. Lender if such U.S. Lender shall have failed Lender’s failure to satisfy comply with the provisions of Section 10.15(b10.15(c); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, provided nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower Borrowers of its their obligation to pay any amounts pursuant to Section 3.01 in the event thatthat Section 10.15(a)(ii) has not been complied with if the Borrowers are entitled, as a result of any change in any under applicable Law, treaty to rely (for purposes of establishing that the amounts payable under the Loan Documents are not subject to United States federal withholding tax) on any applicable forms and statements required to be provided under this Section 10.15 and that have been provided by the Foreign Lender that does not act or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled has ceased to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person act for the its own account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide)Documents. (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Lead Borrower two duly signed, properly completed, original completed copies of IRS Form W-9, or any successor thereto, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax (i) on or prior to the Closing Fifth Restatement Effective Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying (ii) on or before the date that such U.S. Lender is entitled form expires or becomes obsolete, (iii) after the occurrence of a change in the Lender’s circumstances requiring a change in the most recent form previously delivered by it to an exemption the Lead Borrower and the Administrative Agent and (iv) from United States backup withholdingtime to time thereafter if reasonably requested by the Lead Borrower or the Administrative Agent. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding tax imposed by the Code. (c) In additionIf 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, each as applicable), such Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Lead Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document 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 Lead Borrower or the Administrative Agent, Agent such properly completed documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and executed such additional documentation reasonably requested by the Lead Borrower or the Administrative Agent as will permit such payments to may be made without such withholding or at a reduced rate of withholding; provided, however, that necessary for the completion, execution Borrowers and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Administrative Agent to any material unreimbursed cost comply with their obligations under FATCA and to determine that such Xxxxxx has complied with such Xxxxxx’s obligations under FATCA or expense or would materially prejudice to determine the legal or commercial position of amount to deduct and withhold from such Lender or Agentpayment. Notwithstanding any other provision Solely for purposes of this Section 10.15clause (c), a “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender shall not be required to deliver agrees that if any form that or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such Lender is not legally able form or certification or promptly notify the Lead Borrower and the Administrative Agent in writing of its legal inability to deliverdo so.

Tax Forms. (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall shall, to the extent it is legally entitled to do so, deliver to the Lead Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten Business Days after the Fifth Restatement Effective Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN W-8BEN, W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower Borrowers or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower Borrowers or any other Loan Party pursuant to this Agreement or any other Loan Document) or (ysuch other evidence reasonably satisfactory to the Lead Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 871(h) two duly signedor 881(c) of the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Lead Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with Borrowers within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall shall, to the extent it is legally entitled to do so, (A) promptly submit to the Lead Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws Laws and regulations to avoid or reducereduce any United States federal withholding tax, or such evidence as is reasonably satisfactory to the Lead Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower Borrowers or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event a change in the Lender’s circumstances requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower Borrowers and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Lead Borrower or the Administrative Agent, and (B) promptly notify the Lead Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Lead 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 Lead Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit any Borrower or the Administrative Agent to determine the withholding or deduction required to be made. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for exampleDocuments, in shall, to the case of a typical participation by such Foreign Lender)extent it is legally entitled to do so, shall deliver to the Lead Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Lead Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish that the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States federal withholding tax or is subject to a reduced rate of such tax, and (B) two duly signed, properly completed, original signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses is required to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign LenderLender and that such portion is not subject to United States federal withholding tax or is subject to a reduced rate of such tax. (iii) The Borrower Borrowers shall not be required to pay any additional amount or any indemnity payment under Section 3.01 with respect to any U.S. federal withholding tax resulting from (A) any Foreign Lender Lender’s failure to comply with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), (B) any U.S. Lender’s failure to comply with the provisions of Section 10.15(b) or (C) any U.S. Lender if such U.S. Lender shall have failed Lender’s failure to satisfy comply with the provisions of Section 10.15(b10.15(c); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, provided nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower Borrowers of its their obligation to pay any amounts pursuant to Section 3.01 in the event thatthat Section 10.15(a)(ii) has not been complied with if the Borrowers are entitled, as a result of any change in any under applicable Law, treaty to rely (for purposes of establishing that the amounts payable under the Loan Documents are not subject to United States federal withholding tax) on any applicable forms and statements required to be provided under this Section 10.15 and that have been provided by the Foreign Lender that does not act or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled has ceased to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person act for the its own account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide)Documents. (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Lead Borrower two duly signed, properly completed, original completed copies of IRS Form W-9, or any successor thereto, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax (i) on or prior to the Closing Fifth Restatement Effective Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying (ii) on or before the date that such U.S. Lender is entitled form expires or becomes obsolete, (iii) after the occurrence of a change in the Lender’s circumstances requiring a change in the most recent form previously delivered by it to an exemption the Lead Borrower and the Administrative Agent and (iv) from United States backup withholdingtime to time thereafter if reasonably requested by the Lead Borrower or the Administrative Agent. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding tax imposed by the Code. (c) In additionIf 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, each as applicable), such Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Lead Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document 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 Lead Borrower or the Administrative Agent, Agent such properly completed documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and executed such additional documentation reasonably requested by the Lead Borrower or the Administrative Agent as will permit such payments to may be made without such withholding or at a reduced rate of withholding; provided, however, that necessary for the completion, execution Borrowers and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Administrative Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required comply with their obligations under FATCA and to deliver any form determine that such Lender is not legally able has complied with such Lender’s obligations under FATCA or to deliverdetermine the amount to deduct and withhold from such payment. Solely for purposes of this clause (c), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each 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 Lead Borrower and the Administrative Agent in writing of its legal inability to do so.

Tax Forms. (i) Each To the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to any Loan made to the Borrower, each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that lends to the Borrower (each, a “Foreign Non-US Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN W-8BEN, W-8EXP or any successor thereto (relating to such Foreign Non-US Lender and entitling it to an exemption from, or reduction of, United States federal withholding tax on specified payments to be made to such Foreign Non-US Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-US Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or (ysuch other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Non-US Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 881(c) two duly signedof the Code, properly completedand in the case of a Non-US Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate substantially in the form of Exhibits I-1, I-2, I-3 and I-4 (the “US Tax Certificate”) that establishes in writing to the Borrower and the Administrative Agent that such Foreign Non-US Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of described in Section 864(d881(c)(3)(C) of the CodeCode and (iv) receiving any payment under any Loan Document that is effectively connected with a U.S. trade or business. Thereafter and from time to time, to the extent it is then qualified for any exemption from or reduction in United States federal withholding tax, each such Foreign Non-US Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly and properly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws and regulations to avoid avoid, or reducesuch evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of payments to be made to such Foreign Non-US Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any previously claimed exemption or reduction. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (i) Each To the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to any Loan made to the Borrower, each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that lends to the Borrower (each, a “Foreign Non-US Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN W-8BEN, W-8EXP or any successor thereto (relating to such Foreign Non-US Lender and entitling it to an exemption from, or reduction of, United States federal withholding tax on specified payments to be made to such Foreign Non-US Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-US Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or (ysuch other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Non-US Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 881(c) two duly signedof the Code, properly completedand in the case of a Non-US Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate substantially in the form of Exhibits I-1, I-2, I-3 and I-4 (the “US Tax Certificate”) that establishes in writing to the Borrower and the Administrative Agent that such Foreign Non-US Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of described in Section 864(d881(c)(3)(C) of the CodeCode and (iv) receiving any payment under any Loan Document that is effectively connected with a U.S. trade or business. Thereafter and from time to time, to the extent it is then qualified for any exemption from or reduction in United States federal withholding tax, each such Foreign Non-US Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly and properly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws and regulations to avoid avoid, or reducesuch evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of payments to be made to such Foreign Non-US Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any previously claimed exemption or reduction. (iii) Each Foreign Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Non-US Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Non-US Lender, or where Non-U.S. Lender is a partnership for U.S. federal income tax purposes), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Non-US Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original completed copies of the forms or statements required to be provided by such Foreign Non-US Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Non-US Lender acts for its own account that is not subject to United States federal withholding tax, and (B) two duly signed, properly completed, original completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Non-US Lender chooses is required to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Non-US Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Non-US Lender. (iii) The Borrower shall not be required to pay , including any additional amount applicable U.S. Tax Certificate, provided that if the Lender is a partnership and one or any indemnity payment more of its partners are claiming the exemption for portfolio interest under Section 3.01 to (A881(c) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereofCode, such Lender is no longer properly entitled to deliver forms, or certificates at may provide a subsequent date establishing the fact that US Tax Certificate on behalf of such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide).partners; (ivii) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (i) Each Lender and Agent that is not a “"United States person” " within the meaning of Section 7701(a)(30) of the Code (each, a “"Foreign Lender”") shall deliver to the Borrower and the Administrative Payment Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan DocumentAgreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan DocumentAgreement) or (ysuch other evidence satisfactory to the Borrower and the Payment Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) two duly signedof the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “"bank” within the meaning of " as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, or and (iii) a controlled foreign corporation related to the Borrower with within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Payment Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws and regulations to avoid avoid, or reducesuch evidence as is satisfactory to the Borrower and the Payment Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Payment Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at (C) take such other times steps as prescribed by the last sentence of Section 10.15(a)(i) or as may shall not be necessary in the determination of the Borrower or the Administrative Agent (in either casematerially disadvantageous to it, in the reasonable exercise judgment of such Lender, and as may be reasonably necessary (including the re-designation of its discretion), (ALending Office) two duly signed, properly completed, original copies to avoid any requirement of applicable Laws that the forms Borrower make any deduction or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts withholding for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums taxes from amounts payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (a) (i) Each Lender and each Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall shall, to the extent it is legally entitled to do so and if not previously delivered, deliver to the Borrower and the Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or (yin the case of a Foreign Lender claiming such an exemption under Section 881(c) two duly signedof the Code, properly completed, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender to the extent it is legally entitled to do so shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws Laws and regulations to avoid avoid, or reducesuch evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed, original copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided, that if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, or certificates at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide). (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed, original copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Agent and/or the Borrower may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding imposed by the Code. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) If any Governmental Authority asserts that the Borrower or the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01), such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Agent therefor. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, and the resignation of the Administrative Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.

Tax Forms. (i) i. Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Payment Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed, properly completed, original signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan DocumentAgreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan DocumentAgreement) or (ysuch other evidence satisfactory to the Borrower and the Payment Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) two duly signedof the Code, properly completedand in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, or and (iii) a controlled foreign corporation related to the Borrower with within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Payment Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)authorities) as may then be available under then current United States laws and regulations to avoid avoid, or reducesuch evidence as is satisfactory to the Borrower and the Payment Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, Agreement and (B) promptly notify the Borrower and the Administrative Payment Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (iii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Payment Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as prescribed by the last sentence of Section 10.15(a)(i) or as may be necessary in the determination of the Borrower or the Administrative Payment Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed, original signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States U.S. withholding tax, and (B) two duly signed, properly completed, original signed completed copies of IRS Form W-8IMY W-81MY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender. (iiiii) The Borrower shall not be required to pay any additional amount or to any indemnity payment Foreign Lender under Section 3.01 to (A) any Foreign Lender with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a), to the extent such Taxes were imposed pursuant to a Law in effect on the later of (i11.15(a) the date on which such Foreign Lender became a party to this Agreement and (ii) the date on which the relevant beneficial owner became a beneficial owner, or (B) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (C) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b11.15(a); provided, provided that if such Lender shall have satisfied the requirement of this Section 10.15(a11.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender (including, for the avoidance of doubt, as a result of an assignment) or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b11.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or certificates other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate (but not including (1) any change to the extent that such change does not result in additional withholding being imposed but results in withholding being performed by a different withholding agent and (2) in the case of any Foreign Lender providing an IRS Form W8-IMY, any change that would result in no additional withholding if the Person or Persons with respect to which such Foreign Lender acted as an intermediary in providing the Form W-8IMY provided directly to the Borrower or the Administrative Agent IRS Forms W-8BEN, W-8IMY or W-8ECI (or successor forms), together with any other applicable documentation that such Person or Persons were legally entitled to provide)rate. (iviii) The Administrative Payment Agent may deduct and may, without reduction, withhold any taxes Taxes required by any Laws to be deducted and withheld from any payment under any of the Loan DocumentsDocuments with respect to which the Borrower is not required to pay additional amounts under this Section 11.15(a). (b) Each ii. Upon the request of the Payment Agent, each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Payment Agent and the Borrower two duly signed, properly completed, original signed completed copies of IRS Form W-9, or any successor thereto, on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an assignment), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. If such U.S. Lender fails to deliver such forms, then the Administrative Payment Agent and/or the Borrower may withhold from any interest payment to such U.S. Lender an amount equivalent to the applicable backup back-up withholding tax imposed by the Code, without reduction. (c) In addition, each Lender and Agent shall deliver to the Administrative Agent and the Borrower such other tax forms or other documents as shall be prescribed by applicable Laws or reasonably requested by the Administrative Agent or the Borrower to demonstrate, where applicable, whether or not payments under this Agreement and the other Loan Documents to such Lender or Agent are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA. (d) iii. If any Governmental Authority asserts that the Borrower or the Administrative Payment Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Foreign Lender or U.S. Lender (other than, in the case of an assertion against the Borrower, Impositions for which the Borrower is responsible under Section 3.01)Lender, such Foreign Lender or U.S. Lender shall indemnify the Borrower and the Administrative Payment Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Payment Agent under this Section 11.15, and costs and expenses (including Attorney Costs) of the Payment Agent. The obligation of the Foreign Lenders or U.S. Lenders, severally, under this Section 10.15 11.15 shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder, the assignment of rights by or the replacement of a Lender, hereunder and the resignation of the Administrative Payment Agent. (e) Without limiting the obligations of Lenders and Agents pursuant to Section 10.15(a) through (c), any Lender or Agent that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without such withholding or at a reduced rate of withholding; provided, however, that the completion, execution and submission of such documentation shall not be required if in the Lender’s or Agent’s reasonable judgment such completion, execution or submission would subject such Lender or Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Agent. Notwithstanding any other provision of this Section 10.15, a Lender shall not be required to deliver any form that such Lender is not legally able to deliver.