Common use of Tax Forms Clause in Contracts

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes becomes a party heretohereto or a Participant, respectively, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of other than that in which the United States of AmericaBorrower is a resident for tax purposes, if such Foreign Lender Lender, such Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign LenderLender or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender or participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and or (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue CodeCode because such payment is either effectively connected with the conduct by such Lender or participant of a trade or business in the United States or totally exempt from United States Federal withholding tax by reason of the application of the provisions of a treaty to which the United States is a party or such Lender is otherwise wholly exempt. Each In addition, any such Foreign Lender shall, or participant shall deliver to the extent it may lawfully do so, (x) deliver Borrower and the Agent further copies of any such forms certificate, document or other appropriate certifications evidence on or before the date that any such forms expire certificate, document or become other evidence expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it, in each case establishing that payments to it hereunder and under the Borrowers Notes are (i) not subject to United States Federal backup withholding tax or (ii) not subject to United States Federal withholding tax under the Agent and (y) obtain Internal Revenue Code because such extensions of payment is either effectively connected with the time for filing, and renew conduct by such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws participant of a jurisdiction outside of trade or business in the United States or totally exempt from United States Federal withholding tax by reason of America, if the application of the provisions of a treaty to which the United States is a party or such Foreign Lender or the Agentparticipant, as applicable, fails is otherwise wholly exempt, unless an event (including, without limitation, any change in Applicable Law) has occurred prior to comply with the requirements of this subsection. If date on which any such Foreign Lenderdelivery would otherwise be required which renders all such certificates, to the extent it may lawfully do sodocuments and other evidence wholly inapplicable or which would prevent such Lender or participant, fails to deliver the above forms as applicable, from duly completing and delivering any such certificates, documents or other documentationevidence form with respect to it, then and such Lender or participant, as applicable, so advises the Borrower and the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentin writing.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefortherefore, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender shall deliver to the Borrowers and the Agent Borrower such certificates, documents or other evidence, as required by the Internal Revenue IRS Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes Note are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower. If a payment made to a Lender under or in respect of this Agreement or any other Loan Document would be subject to United States federal withholding tax imposed by FATCA and such Lender fails to comply with the Agentapplicable reporting requirements of FATCA, such Lender shall deliver (A) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller, and (B) other documentation reasonably requested by the Borrower sufficient for the Borrower to comply with its obligations under FATCA and to determine that such Lender has complied with such applicable reporting requirements. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection Subsection (av) above to any Foreign Lender or the Agent, if it that is organized under the laws of a jurisdiction outside of the United States of America, America if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsectionSubsection (xi). If Borrower will not be required to pay any additional amounts in respect of United States federal income tax pursuant to Subsection (v) above to Lender if the obligation to pay such Foreign Lender, additional amounts would not have arisen but for a failure by Lender to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent comply with its obligations under this Section, and costs and expenses Subsection (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentxi).

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above (or in respect thereof, under subsection (b) above) to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign LenderLender or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI W-9, W-8ECI, W-8BEN-E and W-8BENW-8EXP, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Each Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it which is organized under the laws of a jurisdiction outside the United States shall, on the day of the initial borrowing from each such Lender hereunder and from time to time thereafter if requested by Borrower or Agent, provide Agent and Borrower with the forms prescribed by the Internal Revenue Service of the United States certifying as to such Lender's status for purposes of America, if such Foreign Lender or the Agent, as applicable, fails determining exemption from United States withholding taxes with respect to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any all payments to be made to such Foreign Lender under any of the Loan Documents hereunder or other documents satisfactory to such amounts as Lender, Borrower and Agent indicating that all payments to be made to such Lender hereunder are required not subject to United States withholding tax or are subject to such tax at a rate reduced by the Internal Revenue Codean applicable tax treaty. If any Governmental Authority asserts that the Agent did not properly withhold or backup withholda Lender determines, as the case may be, any tax or other amount from payments made to or for the account a result of any Lenderchange in either (i) applicable law, such Lender shall indemnify the Agent thereforregulation or treaty, including all penalties and interestor in any official application thereof or (ii) its circumstances, that it is unable to submit any taxes imposed by any jurisdiction on the amounts payable form or certificate that it is obligated to the Agent under submit pursuant to this Section, or that it is required to withdraw or cancel any such form or certificate previously submitted, it shall promptly notify Borrower and Agent of such fact. Unless Borrower and Agent shall have received such forms or such documents indicating that payments hereunder are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Borrower or Agent shall withhold taxes from such payments at the applicable statutory rate. Each Lender agrees to indemnify and hold harmless from any United States taxes, penalties, interest and other expenses, costs and expenses losses incurred or payable by (including all reasonable fees and disbursements i) Agent as a result of such Lender's failure to submit any law firm form or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under certificate that it required to provide pursuant to this Section shall survive the termination or (ii) Borrower or Agent as a result of the Commitmentstheir reliance on any representation, repayment of all Obligations and the resignation form or replacement of the Agentcertificate which such Lender has provided to them pursuant to this Section.

Tax Forms. Prior (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the date that any Foreign Lender becomes a party heretoBorrower 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 withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (e)(ii), (iii) and (iv) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) (A) Without limiting the generality of the foregoing, each Foreign Lender shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender becomes a party to this Agreement and on or before the Agentdate, if any, such Foreign Lender changes its Applicable Lending Office (i) two duly executed and properly completed Internal Revenue Service Forms W-8ECI, W-8BEN or W-8BEN-E, as applicableapplicable (with respect to the benefit of an income tax treaty), fails or successor forms, certifying to comply with the requirements of this subsection. If any such Foreign Lender, ’s entitlement to the extent it may lawfully do so, fails a complete exemption from United States withholding tax with respect to deliver the above forms or other documentation, then the Agent may withhold from any all payments to be made to it under the Loan Documents, or (ii) if such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, either (x) the forms referred to in clause (i) above certifying to such Foreign Lender’s entitlement to a complete exemption from United States withholding tax with respect to all payments to be made to it under the Loan Documents, or (y) two duly executed and properly completed Internal Revenue Service Forms W-8BEN or W-8BEN-E (or successor forms) and a duly executed certificate substantially in the form of Exhibit D (any of such certificate, a “Section 2.15(e) Certificate”); provided that in the event that a Foreign Lender is not classified as a corporation for United States federal income tax purposes, such Foreign Lender shall take any actions necessary and shall deliver to the Borrower and the Administrative Agent all additional (or alternative) Internal Revenue Service forms and Section 2.15(e) Certificates necessary to fully establish such Foreign Lender’s entitlement to a complete exemption from United States withholding tax on all payments to be made to it under the Loan Documents such amounts as are required by the (including causing its partners, members, beneficiaries or owners, or their beneficial owners, to take any actions and deliver any Internal Revenue CodeService forms and Section 2.15(e) Certificates necessary to establish such exemption). If any Governmental Authority asserts that In addition, each Foreign Lender shall deliver such Internal Revenue Service forms and the Section 2.15(e) Certificate (as applicable) to the Borrower and the Administrative Agent did not properly withhold promptly upon the obsolescence, inaccuracy or backup withhold, as the case may be, any tax or other amount from payments made to or for the account invalidity of any Lender, such Internal Revenue Service forms or Section 2.15(e) Certificate previously delivered by such Foreign Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable pursuant to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation 2.15(e) unless such Foreign Lender is not legally able to deliver such Internal Revenue Service forms or replacement of the AgentSection 2.15(e) Certificate.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction other than the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of other than that in which the United States of AmericaBorrower is a resident for tax purposes, if such Foreign Lender Lender, such Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign LenderLender or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior (i) Any Lender or Issuing Lender that is entitled to the date that an exemption from or reduction of any Foreign Lender becomes a party hereto, such Foreign Lender applicable withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrowers and Borrower (with a copy to the Agent such certificatesAdministrative Agent), documents at the time or other evidence, as required times reasonably requested by the Internal Revenue Code Borrower or Treasury Regulations issued pursuant thereto the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender or Issuing Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender or Issuing Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such forms (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsother than such forms set forth in Section 2.18(e)(ii)(A)–(D), properly completedSection 2.18(e)(iii) or Section 2.18(e)(iv) below) shall not be required if in the Lender or Issuing Lender’s reasonable judgment such completion, currently effective and duly executed by execution or submission would subject such Foreign Lender establishing that payments or Issuing Lender to it hereunder and under any material unreimbursed cost or expense or would materially prejudice the Notes are (i) not subject to United States Federal backup withholding tax and legal or commercial position of such Lender or Issuing Lender. (ii) not subject to Without limiting the generality of the foregoing, in the event that the Borrower is a United States Federal withholding tax imposed person under Section 7701(a)(30) of the Internal Revenue Code. Each such , any Foreign Lender shall, to the extent it may lawfully is legally entitled to do so, deliver to the Borrower and the Administrative Agent (xin such number of copies as shall be requested by the recipient) deliver further copies of such forms or other appropriate certifications on or before prior to the date that any on which such forms expire or become obsolete Foreign Lender becomes a Lender under this Agreement, and after the occurrence of any event requiring a change in the Lender’s circumstances which require a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the Borrowers request of the Borrower or the Agent and (y) obtain such extensions Administrative Agent), whichever of the time following is applicable: (A) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8BEN-E claiming eligibility for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required benefits of an income tax treaty to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of which the United States of AmericaAmerica is a party, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements (B) duly completed copies of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.Service Form W-8ECI,

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Each Lender or the Agent, if it is organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each initial Lender and on the date of the United States Assignment and Acceptance pursuant to which it becomes a Lender in the case of Americaeach other Lender, and from time to time thereafter if requested in writing by the Borrower (but only so long as such Foreign Lender remains lawfully able to do so), shall provide the Borrower with Internal Revenue Service Form 1001 or the Agent4224, as applicableappropriate, fails to comply with the requirements of this subsection. If or any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms successor or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required form prescribed by the Internal Revenue CodeService, certifying that such Lender is exempt from or entitled to a reduced rate of United States withholding tax on payments of interest pursuant to this Agreement. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from "Taxes" as defined hereunder. If any Governmental Authority asserts 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 Internal Revenue Service form 1001 or 4224, that the Agent did Lender reasonably considers to be confidential, the Lender shall give notice thereof to the Borrower and shall not properly withhold be obligated to include in such form or backup withholddocument such confidential information. (b) For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described in Section 6.4(a) (other than if such failure is due to a change in law occurring ------ ---- subsequent to the date on which a form originally was required to be provided, or if such form otherwise is not required under the first sentence of clause (a) above), such Lender shall not be entitled to indemnification under Section 6.3 with respect to Taxes imposed by the United States; provided that should a Lender become subject to Taxes -------- because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request and at such Lender's expense to assist such Lender to recover such Taxes. (c) If the case may be, Borrower is required to pay any tax or other amount from payments made amounts to or for the account of any LenderLender pursuant to Section 6.3, such Lender shall indemnify will designate a different Lending Office if such designation will avoid the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on need for or reduce the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements amount of any law firm or other external counsel such payment and will not, in the allocated cost judgment of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitmentssuch Lender, repayment of all Obligations and the resignation or replacement of the Agentbe otherwise disadvantageous to such Lender.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of other than that in which the United States of AmericaBorrower is a resident for tax purposes, if such Foreign Lender or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior (a) Each Lender and Agent shall deliver to the Borrower and the Administrative Agent, when reasonably requested by the Borrower or the Administrative Agent, such properly completed executed documentation and information as will permit payments hereunder to be made without withholding, or as will permit the Borrower and the Administrative Agent to determine the applicable rate of withholding and whether such Lender or Agent is subject to information reporting. The completion, execution and submission of such documentation (other than such documentation set forth in Section 10.16(b) and (c) below) shall not be required if in the Lender’s reasonable and good faith judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (b) (i) Without limiting the generality of the foregoing, subject to Section 10.16(b)(ii), each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (or a disregarded Subsidiary thereof) (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to the date that any on which such Foreign Lender becomes a party heretoLender under this Agreement and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent whichever of the following is applicable, such Foreign Lender shall deliver to the Borrowers and the Agent such certificatestwo (2) duly signed, documents properly completed, copies of (x) either IRS Form W-8BEN or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and Form W-8BEN-E, as applicable, or appropriate any successor forms), properly completed, currently effective and duly executed by thereto (relating to such Foreign Lender establishing that and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to it hereunder be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document), (y) 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 (z) IRS Form W-8BEN or Form W-8BEN-E, as applicable, or any successor thereto and under a certificate that establishes in writing to the Notes are Borrower and the Administrative Agent that such Foreign Lender is not (i) not subject to United States Federal backup withholding tax and a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) not subject a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iii) a controlled foreign corporation related to United States Federal withholding tax imposed under any Borrower with the Internal Revenue meaning of Section 864(d) of the Code. Each Thereafter and from time to time, each such Foreign Lender shall, shall promptly submit to the extent it may lawfully do so, (x) deliver further Borrower and the Administrative Agent such additional duly completed and signed 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 Governmental Authority 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 presented by then current United States laws and regulations to avoid or reduce, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other appropriate certifications Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such forms expire form, certificate or become obsolete and other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form form, certificate or other evidence previously delivered by it to the Borrowers or Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (y3) obtain such extensions of the from time for filing, and renew such forms and certifications thereof, as may be to time thereafter if reasonably requested by the Borrowers Borrower or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior (i) Any Lender that is entitled to the date that an exemption from or reduction of withholding Tax with respect to payments made under any Foreign Lender becomes a party hereto, such Foreign Lender International Loan Document shall deliver to the Borrowers Borrower and the Agent such certificatesAdministrative Agent, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of at the time for filing, and renew such forms and certifications thereof, as may be or times reasonably requested by the Borrowers 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 withholding or at a reduced rate of withholding. The Borrowers In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.17(f)(ii) and (f)(iii) below) shall not be required to pay any amount pursuant to if in the last sentence of subsection (a) above Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any Foreign unreimbursed cost or expense or would prejudice the legal or commercial position of such Lender. (ii) If a payment made to a Lender or the Agent, if it is organized Party under the laws of a jurisdiction outside of the United States of America, any International Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Foreign Lender or the Agent, as applicable, Party fails to comply with the applicable reporting requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 LenderFATCA, such Lender Party shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable deliver to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel Borrower and the allocated cost Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable Requirements of internal legal services Law and all disbursements such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with their obligations under FATCA and to determine the amount to deduct and withhold from such payment. Solely for purposes of internal counselthis clause (ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iii) Each Lender having sold a participation in any of its International Secured Obligations or identified an SPV as such to the Agent. The obligation of Administrative Agent shall collect from such participant or SPV the Lenders under documents described in this Section shall survive clause (f) and provide them to the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes becomes a party heretohereto or a Participant, as applicable, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of other than that in which the United States of AmericaBorrower is a resident for tax purposes, if such Foreign Lender Lender, such Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign LenderLender or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party heretohereto (or in the case of a Participant, becomes a Participant in accordance with Section 12.7.(b)), such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign LenderLender or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Credit Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date (i) Any Lender that any Foreign Lender becomes is a party hereto, such Foreign Lender U.S. Person shall deliver to the Borrowers Borrower and the Agent Administrative Agent, on or prior to the date on which such certificatesLender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), documents or other evidenceduly executed originals of IRS Form W-9 certifying, as required that such Lender is exempt from U.S. federal backup withholding tax. In addition, any Lender, if reasonably requested by the Internal Revenue Code Borrower or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BENthe Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as applicable, will enable the Borrower or appropriate successor forms), properly completed, currently effective and duly executed by the Administrative Agent to determine whether or not such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not is subject to United States Federal backup withholding tax and or information reporting requirements. (ii) not subject Any Lender that is a Foreign Lender and that is entitled to an exemption from or reduction of withholding Tax under the Code or any treaty to which the United States Federal is a party with respect to payments under this Agreement shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding tax imposed under or at a reduced rate of withholding. Without limiting the Internal Revenue Code. Each such generality of the foregoing, each Lender that is a Foreign Lender shall, to the extent it may lawfully is legally entitled to do so, (w) on or prior to the date such Lender becomes a Lender under this Agreement, (x) deliver further copies of such forms or other appropriate certifications on or before prior to the date that on which any such forms expire form or become obsolete and certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this subsection, and (z) from time to time upon the reasonable request by the Borrower or the Administrative Agent, deliver to the Borrowers Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Agent Administrative Agent), whichever of the following is applicable: (A) if such Lender is claiming eligibility for benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, duly executed originals of IRS Form W-8BEN, or any successor form thereto, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) obtain such extensions with respect to any other applicable payments under any Loan Document, duly executed originals of the time for filingIRS Form W-8BEN, and renew such forms and certifications thereofor any successor form thereto, as may be reasonably requested by the Borrowers establishing an exemption from, or the Agent. The Borrowers shall not be required to pay any amount reduction of, U.S. federal withholding Tax pursuant to the last sentence “business profits” or “other income” article of subsection such tax treaty; (aB) above to duly executed originals of IRS Form W-8ECI, or any Foreign successor form thereto, certifying that the payments received by such Lender are effectively connected with such Lender’s conduct of a trade or business in the United States; (C) if such Lender is claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, duly executed originals of IRS Form W-8BEN, or any successor form thereto, together with a certificate (a “U.S. Tax Compliance Certificate”) upon which such Lender certifies that (1) such Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, or the Agent, if it is organized under the laws of a jurisdiction outside obligation of the United States Borrower hereunder is not, with respect to such Lender, a loan agreement entered into in the ordinary course of Americaits trade or business, within the meaning of that Section, (2) such Lender is not a 10% shareholder of the Borrower within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, (3) such Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code, and (4) the interest payments in question are not effectively connected with a U.S. trade or business conducted by such Lender; or (D) if such Foreign Lender is not the beneficial owner (for example, a partnership or the Agenta participating Lender granting a typical participation), duly executed originals of IRS Form W-8IMY, or any successor form thereto, accompanied by IRS Form W-9, IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate, and/or other certification documents from each beneficial owner, as applicable, fails to comply with the requirements of this subsection. If . (iii) Each Lender agrees that if any such Foreign Lender, to the extent form or certification it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders previously delivered under this Section expires or becomes obsolete or inaccurate in any respect and such Lender is not legally entitled to provide an updated form or certification, it shall survive promptly notify the termination of the Commitments, repayment of all Obligations Borrower and the resignation Administrative Agent of its inability to update such form or replacement of the Agentcertification.

Tax Forms. Prior to the date that any Foreign Lender Lender, Participant, or Issuing Bank organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or (and any, Treasury Regulations issued pursuant thereto thereto) (including including, without limitation, Internal Revenue Service Forms W-8ECI W-8ECI, W-8BEN and W-8BENW-8IMY, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender Lender, Participant, or Issuing Bank establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal federal backup withholding tax and tax, (ii) not subject to United States Federal federal withholding tax imposed taxes (including by virtue of a double taxation treaty to which the United States is a party) , and (iii) therefore permitting such payments to be made without backup withholding or withholding taxes under the Internal Revenue Code. Each such Foreign Lender shallLender, to the extent it may lawfully do soParticipant, or Issuing Bank shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete or inaccurate, and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it Participant that is organized under the laws of a jurisdiction outside of the United States of AmericaAmerica or the Administrative Agent, if such Foreign Lender Lender, Participant, Issuing Bank, or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Participant or Issuing Bank fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue CodeCode or other Applicable Law. If any Governmental Authority asserts that 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 Lender, Participant or Issuing Bank, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders a Lender, Participant or Issuing Bank under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior (a) Each Qualifying Lender shall use its reasonable efforts to provide to the Borrower, prior to the first date on which the Borrower is required to make a payment of interest hereunder (or, in relation to a New Lender, within 30 days from the date that any Foreign Lender it becomes a party hereto, such Foreign Lender shall deliver Party pursuant to Clause 22 (Changes to the Borrowers Lenders)), and within 30 days from the beginning of each calendar year, a document issued by the relevant government authority in its jurisdiction of residence confirming that it is a resident of that jurisdiction (the “Tax Certificate”). (b) If a Lender fails to provide the Tax Certificate in the manner and by the date specified in paragraph (a) above, the Borrower may send to that Lender a notice requesting that such Lender provides the relevant Tax Certificate and the Facility Agent shall promptly deliver the same to such certificatesLender. (c) If, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and which is 30 days after the occurrence date of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions receipt by that Lender of the time for filingnotice from the Borrower referred to paragraph (b) above (the “Cut-Off Date”), and renew that Lender does not provide the Borrower with its Tax Certificate, such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers Lender shall not be required entitled to pay any amount pursuant benefit from the provisions of Clauses 12.2 (Tax gross-up) and 12.3 (Tax indemnity) in respect of payments due to it after the Cut-Off Date and prior to the last sentence date when its Tax Certificate has been provided (unless the failure to provide the Tax Certificate is caused by reasons outside the control of subsection (a) above that Lender). Upon provision of such Tax Certificate, the Borrower shall promptly pay to that Lender any Foreign amounts previously withheld by the Borrower from payments to that Lender or where such payments were not grossed up due to the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements operation of this subsection. If any such Foreign Lenderparagraph (c), to the extent it may lawfully do sothe Borrower has not yet transferred such amounts to the relevant tax authorities. For the avoidance of doubt, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made Borrower shall have no liability with respect to such Foreign withheld amounts, and shall not be liable to make any payment to that Lender under any in respect of such withheld amounts, if such withheld amounts have been previously transferred to the tax authorities. (d) At the request of the Loan Documents such amounts as are required by Borrower, each Lender shall use its reasonable efforts to provide any other documentation or information to the Internal Revenue Code. If any Governmental Authority asserts Borrower that the Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or be reasonably necessary for the account Borrower to establish a complete exemption from Russian withholding tax in relation to payments of any Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent interest under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the AgentAgreement.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and or after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, thereof as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders and Participants under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender fails to deliver the above forms or other documentation, then the Agent (or the Borrower with the Agent’s consent) may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date (i) Any Lender that any Foreign Lender becomes is a party hereto, such Foreign Lender U.S. Person shall deliver to the Borrowers Borrower and the Agent Administrative Agent, on or prior to the date on which such certificates, documents Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsAdministrative Agent), properly completed, currently effective and duly executed by originals of IRS Form W-9 certifying, to the extent such Foreign Lender establishing is legally entitled to do so, that payments to it hereunder and under the Notes are (i) not subject to United States Federal such Lender is exempt from U.S. federal backup withholding tax and tax. (ii) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to United States Federal backup withholding tax imposed under or information reporting requirements. Without limiting the Internal Revenue Code. Each such generality of the foregoing, each Lender that is a Foreign Lender Person shall, to the extent it may lawfully is legally entitled to do so, (w) on or prior to the date such Lender becomes a Lender under this Agreement, (x) deliver further copies of such forms or other appropriate certifications on or before prior to the date that on which any such forms expire form or become obsolete and certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this subsection, and (z) from time to time upon the reasonable request by the Borrower or the Administrative Agent, deliver to the Borrowers Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Agent Administrative Agent), whichever of the following is applicable: (A) if such Lender is claiming eligibility for benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, duly executed originals of IRS Form W-8BEN or W-8BEN-E, or any successor form thereto, establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “interest” article of such tax treaty, and (y) obtain such extensions with respect to any other applicable payments under any Loan Document, duly executed originals of the time for filingIRS Form W-8BEN or W-8BEN-E, and renew such forms and certifications thereofor any successor form thereto, as may be reasonably requested by the Borrowers establishing an exemption from, or the Agent. The Borrowers shall not be required to pay any amount reduction of, U.S. federal withholding tax pursuant to the last sentence “business profits” or “other income” article of subsection such tax treaty; (aB) above to duly executed originals of IRS Form W-8ECI, or any Foreign successor form thereto, certifying that the payments received by such Lender or the Agent, if it is organized under the laws are effectively connected with such Lender’s conduct of a jurisdiction outside trade or business in the United States; (C) if such Lender is claiming the benefits of the United States exemption for portfolio interest under Section 871(h) or Section 881(c) of Americathe Code, if such Foreign Lender duly executed originals of IRS Form W-8BEN or W-8BEN-E, or any successor form thereto, together with a certificate (a “U.S. Tax Compliance Certificate”) substantially in the Agentform of Exhibit B-1 or Exhibit B-2, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, upon which such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses certifies that (including all reasonable fees and disbursements 1) such Lender is not a bank for purposes of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counselSection 881(c)(3)(A) of the Agent. The Code, or the obligation of the Lenders Borrower hereunder is not, with respect to such Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that Section, (2) such Lender is not a 10% shareholder of the Borrower within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, (3) such Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code, and (4) the interest payments in question are not effectively connected with a U.S. trade or business conducted by such Lender; or (D) if such Lender is not the beneficial owner (for example, a partnership or a participating Lender granting a typical participation), duly executed originals of IRS Form W-8IMY, or any successor form thereto, accompanied by IRS Form W-9, IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-3 or Exhibit B-4, as applicable, and/or other certification documents from each beneficial owner, as applicable. (iii) Each Lender agrees that if any form or certification it previously delivered under this Section expires or becomes obsolete or inaccurate in any respect, it shall survive update such form or certification or promptly notify the termination of the Commitments, repayment of all Obligations Borrower and the resignation Administrative Agent in writing of its inability to update such form or replacement of the Agentcertification.

Tax Forms. Prior (i) Any Lender that is entitled to the date that an exemption from or reduction of withholding Tax with respect to payments made under any Foreign Lender becomes a party hereto, such Foreign Lender Loan Document shall deliver to the Borrowers Borrower and the Agent such certificatesAdministrative Agent, documents at the time or other evidence, as required times reasonably requested by the Internal Revenue Code Borrower or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI the Administrative Agent, such properly completed and W-8BEN, executed documentation reasonably requested by the Borrower or the Administrative Agent as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by will permit such Foreign Lender establishing that payments to it hereunder and under be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Notes are (i) Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to United States Federal backup withholding tax or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(e)(ii)(A) and (ii)(B) below and Section 5.03(f)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) not subject Without limiting the generality of the foregoing, (A) any Lender that is a U.S. Person shall deliver to United States Federal the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax imposed under the Internal Revenue Code. Each such Tax; (B) any Foreign Lender shall, to the extent it may lawfully is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (II) executed originals of IRS Form W-8ECI; (III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change certificate substantially in the most recent form delivered of Exhibit I-1 to the Borrowers effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Agent Code (a “U.S. Tax Compliance Certificate”) and (y) obtain such extensions executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E; or (IV) to the time for filingextent a Foreign Lender is not the beneficial owner, and renew such forms and certifications thereofexecuted originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may be reasonably requested by provide a U.S. Tax Compliance Certificate substantially in the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence form of subsection Exhibit I-4 on behalf of each such direct and indirect partner; (aC) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lendershall, to the extent it may lawfully is legally entitled to do so, fails deliver to deliver the above forms Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or other documentation, then prior to the Agent may withhold from any payments to be made to date on which such Foreign Lender becomes a Lender under any this Agreement (and from time to time thereafter upon the reasonable request of the Loan Documents such amounts as are required by Borrower or the Internal Revenue Code. If any Governmental Authority asserts that the Agent did not properly withhold or backup withholdAdministrative Agent), as the case may be, any tax or other amount from payments made to or for the account executed originals of any Lenderother form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. Each Lender agrees that if any form or certification it previously delivered pursuant to Section 5.03(e) or Section 5.03(f) expires or becomes obsolete or inaccurate in any respect, it shall indemnify update such form or certification or promptly notify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel Borrower and the allocated cost Administrative Agent in writing of internal its legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentinability to do so.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or (and any, Treasury Regulations issued pursuant thereto thereto) (including including, without limitation, Internal Revenue Service Forms W-8ECI W-8ECI, W-8BEN and W-8BENW-8IMY, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal federal backup withholding tax and tax, (ii) not subject to United States Federal federal withholding tax imposed taxes (including by virtue of a double taxation treaty to which the United States is a party) , and (iii) therefore permitting such payments to be made without backup withholding or withholding taxes under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete or inaccurate, and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it Participant that is organized under the laws of a jurisdiction outside of the United States of AmericaAmerica or the Administrative Agent, if such Foreign Lender Lender, Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue CodeCode or other Applicable Law. If any Governmental Authority asserts that 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 LenderLender or Participant, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders a Lender or Participant under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party heretohereto (or in the case of a Participant, becomes a Participant), such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date (i) Any Lender that any Foreign Lender becomes is a party hereto, such Foreign Lender U.S. Person shall deliver to the Borrowers Borrower and the Agent Administrative Agent, on or prior to the date on which such certificates, documents Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsAdministrative Agent), properly completed, currently effective and duly executed by originals of IRS Form W-9 certifying, to the extent such Foreign Lender establishing is legally entitled to do so, that payments to it hereunder and under the Notes are (i) not subject to United States Federal such Lender is exempt from U.S. federal backup withholding tax and tax. (ii) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to United States Federal backup withholding tax imposed under or information reporting requirements. Without limiting the Internal Revenue Code. Each such generality of the foregoing, each Lender that is a Foreign Lender Person shall, to the extent it may lawfully is legally entitled to do so, (w) on or prior to the date such Lender becomes a Lender under this Agreement, (x) deliver further copies of such forms or other appropriate certifications on or before prior to the date that on which any such forms expire form or become obsolete and certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this subsection, and (z) from time to time upon the reasonable request by the Borrower or the Administrative Agent, deliver to the Borrowers Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Agent Administrative Agent), whichever of the following is applicable: (A) if such Lender is claiming eligibility for benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, duly executed originals of IRS Form W-8BEN, or any successor form thereto, establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “interest” article of such tax treaty, and (y) obtain such extensions with respect to any other applicable payments under any Loan Document, duly executed originals of the time for filingIRS Form W-8BEN, and renew such forms and certifications thereofor any successor form thereto, as may be reasonably requested by the Borrowers establishing an exemption from, or the Agent. The Borrowers shall not be required to pay any amount reduction of, U.S. federal withholding tax pursuant to the last sentence “business profits” or “other income” article of subsection such tax treaty; (aB) above to duly executed originals of IRS Form W-8ECI, or any Foreign successor form thereto, certifying that the payments received by such Lender or the Agent, if it is organized under the laws are effectively connected with such Lender’s conduct of a jurisdiction outside trade or business in the United States; (C) if such Lender is claiming the benefits of the United States exemption for portfolio interest under Section 871(h) or Section 881(c) of Americathe Code, if such Foreign Lender duly executed originals of IRS Form W-8BEN, or any successor form thereto, together with a certificate (a “U.S. Tax Compliance Certificate”) substantially in the Agentform of Exhibit B-1 or Exhibit B-2, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, upon which such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses certifies that (including all reasonable fees and disbursements 1) such Lender is not a bank for purposes of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counselSection 881(c)(3)(A) of the Agent. The Code, or the obligation of the Lenders Borrower hereunder is not, with respect to such Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that Section, (2) such Lender is not a 10% shareholder of the Borrower within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, (3) such Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code, and (4) the interest payments in question are not effectively connected with a U.S. trade or business conducted by such Lender; or (D) if such Lender is not the beneficial owner (for example, a partnership or a participating Lender granting a typical participation), duly executed originals of IRS Form W-8IMY, or any successor form thereto, accompanied by IRS Form W-9, IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-3 or Exhibit B-4, as applicable, and/or other certification documents from each beneficial owner, as applicable. (iii) Each Lender agrees that if any form or certification it previously delivered under this Section expires or becomes obsolete or inaccurate in any respect, it shall survive update such form or certification or promptly notify the termination of the Commitments, repayment of all Obligations Borrower and the resignation Administrative Agent in writing of its inability to update such form or replacement of the Agentcertification.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above (or in respect thereof, under subsection (b) above) to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign LenderLender or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefortherefore, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Each Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it which is organized under the laws of a jurisdiction outside the United States shall, on the day of the initial borrowing from each such Lender hereunder and from time to time thereafter if requested by Borrower or Agent, provide Agent and Borrower with the forms prescribed by the Internal Revenue Service of the United States certifying as to such Lender's status for purposes of America, if such Foreign Lender or the Agent, as applicable, fails determining exemption from United States withholding taxes with respect to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any all payments to be made to such Foreign Lender under any of the Loan Documents hereunder or other documents satisfactory to such amounts as Lender, Borrower and Agent indicating that all payments to be made to such Lender hereunder are required not subject to United States withholding tax or are subject to such tax at a rate reduced by the Internal Revenue Codean applicable tax treaty. If any Governmental Authority asserts that the Agent did not properly withhold or backup withholda Lender determines, as the case may be, any tax or other amount from payments made to or for the account a result of any Lenderchange in either (i) applicable law, such Lender shall indemnify the Agent thereforregulation or treaty, including all penalties and interestor in any official application thereof or (ii) its circumstances, that it is unable to submit any taxes imposed by any jurisdiction on the amounts payable form or certificate that it is obligated to the Agent under submit pursuant to this Section, or that it is required to withdraw or cancel any such form or certificate previously submitted, it shall promptly notify Borrower and Agent of such fact. Unless Borrower and Agent shall have received such forms or such documents indicating that payments hereunder are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Borrower or Agent shall withhold taxes from such payments at the applicable statutory rate. Each Lender agrees to indemnify and hold harmless from any United States taxes, penalties, interest and other expenses, costs and expenses losses incurred or payable by (including all reasonable fees and disbursements i) Agent as a result of such Lender's failure to submit any law firm form or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under certificate that it required to provide pursuant to this Section shall survive the termination or (ii) Borrower or Agent as a result of the Commitmentstheir reliance on any representation, repayment of all Obligations and the resignation form or replacement of the Agent.certificate which such Lender has provided to them pursuant to this Section. 11.14

Tax Forms. Prior On or prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver Agreement Date and on or prior ---------- to the Borrowers first Business Day of each calendar year thereafter, and with respect to any new Lender, on the date of the applicable Assignment and Assumption Agreement, each Lender which is organized in a jurisdiction other than the United States shall provide each of the Administrative Agent and the Agent such certificates, documents Borrower with either (a) two (2) properly executed originals of Form 4224 or other evidence, as required Form 1001 (or any successor forms) prescribed by the Internal Revenue Code Service or Treasury Regulations issued pursuant thereto (including other documents satisfactory to the Borrower and the Administrative Agent, and a properly executed Internal Revenue Service Forms W-8ECI and W-8BENForm W-8 or Form W-9, as applicablethe case may be, or appropriate successor forms), properly completed, currently effective and duly executed by certifying (i) as to such Foreign Lender establishing that Lender's status for purposes of determining complete exemption from United States withholding taxes with respect to all payments to it be made to such Lender hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and other Loan Documents, or (ii) not that all payments to be made to such Lender hereunder and under the other Loan Documents are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (b) a certificate executed by such Lender certifying that such Lender is not a "bank" and that such Lender qualifies for the portfolio interest exemption under Section 881(c) of the Code, and two (2) properly executed originals of Internal Revenue Service Form W-8 (or any successor form) prescribed certifying such Lender's entitlement to a complete exemption from United States Federal withholding tax imposed with respect to payments of interest to be made under this Agreement and under the other Loan Documents. Each such Lender agrees to provide the Administrative Agent and the Borrower with new forms prescribed by the Internal Revenue Code. Each such Foreign Lender shallService upon the expiration or obsolescence of any previously delivered form, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form forms delivered by it to the Borrowers or the Administrative Agent and (y) obtain such extensions of the Borrower. Each Credit Party shall notify the Borrower at any time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required it determines that it is no longer in a position to pay provide any amount pursuant previously delivered certificates to the last sentence Borrower (or any other form of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the certification adopted by United States of America, if taxing authorities for such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentpurpose).

Tax Forms. Prior to the date that any Foreign Lender becomes a party heretohereto or the date that any Participant organized under the laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia acquires a participation in a Lender’s rights and/or obligations under this Agreement, such Foreign Lender or Participant shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender and Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender Lender, any such Participant or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign LenderLender or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent or the Borrower may withhold from any payments to be made to such Foreign Lender, or the Lender (the “Selling Lender”) who sold the participating interest to such Participant, under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender (including a Selling Lender), such Lender shall indemnify the Agent and the Borrower therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the AgentAgent and the Borrower. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsforms or such other evidence satisfactory to the Agent and the Borrower), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. Upon the request of the Agent, each Lender that is a "United States person" within the meaning of Section 7701(a)(30) of the Code shall deliver to the Agent two duly signed completed copies of IRS Form W-9. If such Lender fails to deliver such forms, then the Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable backup withholding tax imposed by the Code, without reduction, and the Borrower shall not be required to pay any amount pursuant to Section 3.11.(a). If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior The Deal Agent or the Lender or its assignee, as applicable, shall: (i) in the case of the Lender or its assignee, deliver to the Borrower and the Deal Agent prior to the date that any Foreign the Lender or its assignee becomes a party hereto, (A) if such Foreign Lender shall deliver to the Borrowers and the Agent Person is a "United States Person" (as such certificatesterm is defined in IRC section 7701(a)(30)), documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including a duly completed United States Internal Revenue Service Forms W-8ECI and W-8BENForm W-9 or successor applicable form, or (B) if such Person is not a United States Person, a duly completed United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicablethe case may be, or appropriate successor forms)applicable form, properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to thereby eliminating all United States Federal backup withholding tax and withholding on payments by the Borrower or Servicer to the Lender; (ii) not subject in the case of the Deal Agent or its assignee, deliver to the Borrower on or before the first date required by the regulations issued by the United States Federal withholding tax imposed Treasury Department under IRC section 1441 pursuant to T.D. 8734 (the "New Regulations") or successor regulations, if such Person is not a United States Person, and if the New Regulations so require, a duly completed United States Internal Revenue Code. Each Service Form W-8IMY or successor applicable form; (iii) in the case of any such Foreign Lender shallPerson, deliver to the extent it may lawfully do so, (x) deliver Borrower and the Deal Agent a further copies copy of such forms or other appropriate certifications certification of such forms on or before the date that any such forms expire form expires or become becomes obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower; and (yiv) obtain in the case of any such extensions of the time for filingPerson, and renew such forms and certifications thereof, thereof as may reasonably be reasonably requested by the Borrowers Borrower or the Deal Agent, unless an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery otherwise would be required which renders all such forms inapplicable or which would prevent such Person from duly completing and delivering any such form and such Person so advises the Borrower and the Deal Agent. The Borrowers For any period with respect to which such Person has failed to provide the Borrower with the appropriate form, certificate or statement described in this subsection (other than if such failure is due to a change in law occurring after the date on which such form, certificate or statement originally was required to be provided under this Agreement), such Person, shall not be required entitled to pay indemnification under clauses (b), (c) or (d) of this section with respect to any amount pursuant Taxes until such forms are so provided and then only for periods for which the Borrower may rely on such forms to reduce or eliminate United States Federal backup withholding and withholding on payments to the last sentence Deal Agent, the Lender, or assignees of subsection (a) above to any Foreign Lender either the Deal Agent or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior Any Lender that is entitled to the date that an exemption from or reduction of withholding Tax with respect to payments made under any Foreign Lender becomes a party hereto, such Foreign Lender Loan Document shall deliver to the Borrowers Borrower and the Agent such certificatesAdministrative Agent, documents at the time or other evidence, as required times reasonably requested by the Internal Revenue Code Borrower or Treasury Regulations issued pursuant thereto 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 withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (including Internal Revenue Service Forms W-8ECI other than such documentation set forth in paragraphs (a)(ii)(A), (ii)(B) and W-8BEN(ii)(D) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, as applicableexecution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (i) Without limiting the generality of the foregoing, any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or appropriate successor formsabout the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), properly completed, currently effective completed and duly executed by copies of IRS Form W-9 (or successor form) certifying that such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal is exempt from U.S. federal backup withholding tax and tax; (iiA) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such any Foreign Lender shall, to the extent it may lawfully is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) deliver further with respect to payments of interest under any Loan Document, properly completed and executed copies of such forms IRS Form W-8BEN or other appropriate certifications on IRS Form W-8BEN-E, as applicable, (or before the date that any such forms expire successor form) establishing an exemption from, or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered reduction of, U.S. federal withholding Tax pursuant to the Borrowers or the Agent “interest” article of such tax treaty and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above with respect to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any applicable payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the Agent did not Document, 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.completed and

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such (i) Each Foreign Lender shall deliver to the Borrowers Borrower and the Agent such certificatesAdministrative Agent, documents prior to receipt of any payment under any Credit Document (or other evidenceupon accepting an assignment of an interest herein), as required by the Internal Revenue Code two duly signed completed copies of either IRS Form W - 8BEN or Treasury Regulations issued pursuant any successor thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by relating to such Foreign Lender establishing that payments and entitling it to it hereunder and under the Notes are (i) not subject to United States Federal backup a complete exemption from U.S. withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any all payments to be made to such Foreign Lender by the Borrower pursuant to this Credit Agreement) or IRS Form W - 8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower pursuant to this Credit Agreement) or such other evidence 118 satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to a complete exemption from U.S. withholding tax, including any exemption pursuant to Section 881(c) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid, or such 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 pursuant to this Credit Agreement, (B) promptly notify the Administrative 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 Lender under any of the Loan Credit Documents (for example, in the case of a typical participation by such Lender), shall deliver to 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 may be necessary in the determination of the Administrative Agent (in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to U.S. withholding tax, and (B) two duly signed completed copies of IRS Form W - 8IMY (or any successor thereto), together with any information such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender. (iii) The Borrower shall not be required to pay any additional amount to any Foreign Lender under Section 3.1 (A) 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 11.15(a) or (B) if such Lender shall have failed to satisfy the foregoing provisions of this Section 11.15(a); provided that if such Lender shall have satisfied the requirement of this Section 11.15(a) on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Credit Documents, nothing in this Section 11.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.1 in the event 119 that, as are 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 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 Credit Documents is not subject to withholding or is subject to withholding at a reduced rate. (iv) The Administrative Agent may, without reduction, withhold any Taxes required to be deducted and withheld from any payment under any of the Credit Documents with respect to which the Borrower is not required to pay additional amounts under this Section 11.15(a). (b) Each Lender that is a "United States person" within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W - 9. If such Lender fails to deliver such forms, then the Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable back - up withholding tax imposed by the Internal Revenue Code. , without reduction. (c) If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counselAttorney Costs) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all other Credit Party Obligations hereunder and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior (i) Any Lender that is entitled to the date that an exemption from or reduction of withholding Tax with respect to payments made under any Foreign Lender becomes a party hereto, such Foreign Lender Loan Document shall deliver to the Borrowers Borrower and the Agent such certificatesAdministrative Agent, documents at the time or other evidence, as required times reasonably requested by the Internal Revenue Code Borrower or Treasury Regulations issued pursuant thereto 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 withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsother than such documentation set forth in Section 2.17(e)(ii)(A), properly completed(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, currently effective execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, A. any Lender that is a U.S. Person shall deliver to the Borrower and duly the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed by originals of IRS Form W-9 certifying that such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States is exempt from U.S. Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such tax; B. any Foreign Lender shall, to the extent it may lawfully is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable; 1. in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 2. executed originals of IRS Form W-8ECI; 3. in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change certificate substantially in the most recent form delivered of Exhibit H-1 to the Borrowers effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Agent Code (a “U.S. Tax Compliance Certificate”) and (y) obtain such extensions executed originals of IRS Form W-8BEN; or 4. to the time for filingextent a Foreign Lender is not the beneficial owner, and renew such forms and certifications thereofexecuted originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may be reasonably requested by provide a U.S. Tax Compliance Certificate substantially in the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence form of subsection (a) above to Exhibit H-4 on behalf of each such direct and indirect partner; C. any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lendershall, to the extent it may lawfully is legally entitled to do so, fails deliver to deliver the above forms Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or other documentation, then prior to the Agent may withhold from any payments to be made to date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and D. if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lenderapplicable), such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable deliver to the Borrower and the Administrative Agent under this Section, at the time or times prescribed by law and costs and expenses at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counselas prescribed by Section 1471(b)(3)(C)(i) of the AgentCode) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. The obligation Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Lenders under 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 Borrower and the Administrative Agent in writing of its legal inability to do so. Solely for purposes of this Section 2.17(e), the term “Lender” shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentinclude any Issuing Lender.

Tax Forms. Prior to the date that any Foreign Lender organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender shall deliver to the Borrowers and the Agent Borrower such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes Note are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, shall (xy) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (yz) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by Borrower. If a payment made to a Lender under or in respect of this Agreement or any other Loan Document would be subject to United States federal withholding tax imposed by FATCA and such Lender fails to comply with the Borrowers applicable reporting requirements of FATCA, such Lender shall deliver (A) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller, and (B) other documentation reasonably requested by the AgentBorrower sufficient for Borrower to comply with its obligations under FATCA and to determine that such Lender has complied with such applicable reporting requirements. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) Section 1.7.4 above to any Foreign Lender or the Agent, if it that is organized under the laws of a jurisdiction outside of the United States of America, America if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsectionSection 1.7.5. If Borrower will not be required to pay any additional amounts in respect of United States federal income tax pursuant to Section 1.7.4 above to Lender if the obligation to pay such Foreign Lender, additional amounts would not have arisen but for a failure by Lender to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders comply with its obligations under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent1.7.5.

Tax Forms. Prior (a) Any Lender that is entitled to the date that an exemption from or reduction of withholding tax with respect to payments made under any Foreign Lender becomes a party hereto, such Foreign Lender Loan Document shall deliver to the Borrowers Borrower and the Agent such certificatesAdministrative Agent, documents at the time or other evidence, as required times reasonably requested by the Internal Revenue Code Borrower or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI the Administrative Agent, such properly completed and W-8BEN, executed documentation reasonably requested by the Borrower or the Administrative Agent as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by will permit such Foreign Lender establishing that payments to it hereunder be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and under submission of such documentation (other than such documentation set forth in paragraphs (b) and (c) below) shall not be required if in the Notes are Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (i) not subject With respect to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Loans, each Foreign Lender shall, to the extent it may lawfully is legally entitled to do so, deliver to the Administrative Agent and to the Borrower, on or prior to the date of its execution and delivery of this Agreement (x) deliver further or upon accepting an assignment of an interest herein), two duly signed completed copies of such forms either IRS Form W-8BEN or other appropriate certifications on IRS Form W-8BEN-E or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered successor thereto (relating to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender and entitling it to an exemption from, or the Agentreduction of, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any withholding tax on all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or such other evidence that such Foreign Lender is entitled to an exemption from U.S. withholding tax pursuant to Sections 871(h) and 881(c) of the Internal Revenue Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Administrative Agent and to the Borrower such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower 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 pursuant to this Agreement, (B) promptly notify the Administrative Agent and the Borrower of any change in circumstances that would modify or render invalid any claimed exemption, and (C) take such steps as shall not be materially disadvantageous to it, in the good faith judgment of such Lender, and as may be reasonably requested in writing by the Borrower (including filing any certificate or document or 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 or to reduce the amount of any such deduction or withholding to the greatest extent possible. To the extent such Foreign Lender does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents, such Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Agent and to the Borrower 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 may be necessary in the determination of the Administrative Agent or the Borrower (in the reasonable exercise of their respective discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to, or subject to a reduced rate of, U.S. withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with IRS Form W-8 ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, IRS Form W-9, evidence that the beneficial owner is entitled to an exemption from U.S. withholding tax under Sections 871(h) and 881(c) of the Internal Revenue Code, other certification documents from each beneficial owner, as applicable, and any other information such 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 Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender. (ii) The Administrative Agent may, without reduction, withhold any taxes required to be deducted and withheld from any payment under any of the Loan Documents with respect to which the Borrower is not required to pay additional amounts under this Section 10.14(b). (iii) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such amounts Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as are required applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For the avoidance of doubt, the Borrower and the Administrative Agent shall be permitted to withhold any taxes imposed by FATCA. (c) Each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9. If such Lender fails to deliver such forms, then the Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agentwithout reduction. The obligation of Borrower shall not have any liability under Section 3.01 or otherwise with respect to amounts withheld by the Lenders under Administrative Agent pursuant to this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent10.14(c).

Tax Forms. Prior (a) The Parties shall file all tax forms and reports consistent with the Exhibit B and B-1 Allocated Values. Buyer and Seller shall cooperate, in the manner set forth in this Section 9.5, to comply with all substantive and procedural requirements of Sections 755 and 1060 of the date Code and Regulations thereunder, including without limitation, the filing by Buyer and Seller of IRS Form 8594 with their federal income tax returns for the taxable year in which the Closing occurs. Buyer and Seller agree that each will not take for income tax purposes, or permit any Foreign Lender becomes a party heretoaffiliate to take, such Foreign Lender shall deliver any position inconsistent with the allocation of the Purchase Price. (b) On or before Tuesday, May 20, 2003, Buyer will provide to the Borrowers and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Seller copies of Internal Revenue Service Forms W-8ECI Form 8594 and W-8BEN, as applicable, or appropriate successor formsall other related documents the Code and applicable United States Treasury regulations require (the "Asset Acquisition Statement") with Buyer's proposed allocation of the Purchase Price (together with any Assumed Obligations), properly completedsuch allocation to be made in accordance with the Code and applicable Regulations thereunder. Within 30 days after the receipt of such Asset Acquisition Statement, currently effective Seller will propose to Buyer any changes to such Asset Acquisition Statement. If Seller proposes no such changes in writing to Buyer within that 30-day period, Seller will have agreed to, and duly executed by such Foreign Lender establishing that payments accepted, the Asset Acquisition Statement. Buyer and Seller will try to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, resolve any differences with respect to the extent it may lawfully do so, Asset Acquisition Statement within 30 days after Buyer's receipt of written notice of objection from Seller. (xc) deliver further copies of such forms or other appropriate certifications on or before If Seller withholds its consent to the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change allocation shown in the most recent form delivered Asset Acquisition Statement, and Buyer and Seller have acted in good faith to resolve any differences with respect to items on the Borrowers or Asset Acquisition Statement and are unable to resolve any differences, then KPMG (the Agent and (y"Accounting Firm") obtain will conclusively resolve all remaining disputed matters. The Accounting Firm shall be instructed to resolve such extensions disputes within 30 days after its receipt of the time for filinginformation necessary to make such a determination. No later than 30 days after its receipt of the information necessary to make such a determination, the Accounting Firm shall determine (based solely on presentations by Seller and renew such forms Buyer and certifications thereof, as may be reasonably requested not by independent review) only those matters in dispute and will issue a written report about the Borrowers or disputed matters and the Agentresulting allocation of Purchase Price (together with any Assumed Liabilities). The Borrowers report shall not be required conclusive and binding upon the Buyer and Seller. Subject to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsectionany applicable tax law or election, Buyer and Seller shall file all tax returns and reports consistently with the allocation provided in the Asset Acquisition Statement or, if applicable, the determination of the Accounting Firm. If any such Foreign Lender, Seller and Buyer shall share equally the fees charged by and expenses of the Accounting Firm. Any adjustment to the extent it may lawfully do so, fails to deliver Purchase Price (together with Assumed Liabilities) shall be allocated in accordance with the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties Code and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentapplicable Regulations thereunder.

Tax Forms. (i) Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsforms or such other evidence satisfactory to the Administrative Agent and the Borrower), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. To the extent that amounts payable under the last sentence of subsection (a) or pursuant to subsection (b) resulted from the failure of any Lender or Participant that is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes or the Administrative Agent, if it is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes, if such Lender, Participant or the Administrative Agent, as applicable, to comply with the requirements of this subsection, the Borrower shall not be required to pay such amounts. (ii) The Borrowers Administrative Agent, the Issuing Bank, each Lender and each Participant that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower and the Administrative Agent two duly signed completed copies of IRS Form W-9 establishing that payments to it hereunder and under the Notes are not subject to United States Federal backup withholding tax. If the Administrative Agent, the Issuing Bank, any Lender or any Participant required to deliver the completed forms described in the immediately preceding sentence fails to deliver such forms, then the Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above or pursuant to subsection (b) to the extent the amounts payable under such sentence or subsection (a) or under subsection (b) resulted from such failure to deliver such forms. (iii) If any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign LenderParticipant, to the extent it may lawfully do so, fails to deliver the above forms or other documentationdocumentation described in the immediately preceding subsections (c)(i) or (c)(ii), as applicable, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code, and such withheld amounts shall be deemed to have been paid to such Lender. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior (i) Any Lender that is entitled to the date that an exemption from or reduction of withholding Tax with respect to payments made under any Foreign Lender becomes a party hereto, such Foreign Lender Loan Document shall deliver to the Borrowers Borrower and the Agent such certificatesAdministrative Agent, documents at the time or other evidence, as required times reasonably requested by the Internal Revenue Code Borrower or Treasury Regulations issued pursuant thereto 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 withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsother than such documentation set forth in Section 2.17(e)(ii)(A), properly completed(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, currently effective execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, A. any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), a duly executed by copy of IRS Form W-9 certifying that such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States is exempt from U.S. Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such tax; B. any Foreign Lender shall, to the extent it may lawfully is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 1. in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, a duly executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, a duly expected copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 2. a duly executed copy of IRS Form W-8ECI; 3. in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change certificate substantially in the most recent form delivered of Exhibit D-1 to the Borrowers effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Agent Code (a “U.S. Tax Compliance Certificate”) and (y) obtain such extensions a duly executed copy of the time for filing, and renew such forms and certifications thereofIRS Form W-8BEN or IRS Form W-8BEN-E, as may be reasonably requested by the Borrowers or the Agentapplicable; or 4. The Borrowers shall not be required to pay any amount pursuant to the last sentence extent a Foreign Lender is not the beneficial owner, executed originals of subsection (a) above to IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner; C. any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lendershall, to the extent it may lawfully is legally entitled to do so, fails deliver to deliver the above forms Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or other documentation, then prior to the Agent may withhold from any payments to be made to date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and D. if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lenderapplicable), such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable deliver to the Borrower and the Administrative Agent under this Section, at the time or times prescribed by law and costs and expenses at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counselas prescribed by Section 1471(b)(3)(C)(i) of the Agent. The obligation of Code) and such additional documentation reasonably requested by the Lenders under this Section shall survive Borrower or the termination of Administrative Agent as may be necessary for the Commitments, repayment of all Obligations Borrower and the resignation Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or replacement to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Agentdate 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 Borrower and the Administrative Agent in writing of its legal inability to do so.

Tax Forms. Prior Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the Applicable Law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the date that any Foreign Lender becomes a party heretoBorrower and the Agent, at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender or Participant, if requested by the Borrower or the Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender or Participant is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, if the Borrower is a resident for tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrowers Borrower and the Agent (in such certificates, documents number of copies as shall be requested by the recipient) on or other evidenceprior to the date on which such Foreign Lender or Participant becomes a Lender or Participant, as required by applicable, under this Agreement (and from time to time thereafter upon the request of the Borrower or the Agent, but only if such Foreign Lender or Participant is legally entitled to do so), whichever of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN (or successor form) claiming eligibility for benefits of an income tax treaty to which the United States of America is a party, (ii) duly completed copies of Internal Revenue Service Form W-8ECI (or successor form), (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code or Treasury Regulations issued pursuant thereto and (including y) duly completed copies of Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, Form W-8BEN (or appropriate successor formsform), properly completed, currently effective and duly executed or (iv) any other form prescribed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax imposed under the Internal Revenue Code. Each duly completed together with such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, supplementary documentation as may be reasonably requested prescribed by Applicable Law to permit the Borrowers Borrower to determine the withholding or the Agent. The Borrowers shall not be deduction required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentmade.

Tax Forms. Prior Lender represents that as of the Initial Effective Date all payments to be made to it by Borrower pursuant to this Agreement and the other Loan Documents will be totally exempt from the withholding of United States federal tax. Lender agrees to deliver to Borrower on or prior to the Initial Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to subsection 8.1 on the date that any Foreign Lender becomes a party heretoof such assignment or transfer to such Lender, such Foreign Lender shall deliver to the Borrowers and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including appropriate Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, forms or appropriate successor forms), properly completed, currently effective and duly executed by certificates that establish such Foreign Lender establishing that Lender's entitlement to a complete exemption from the withholding of United States federal tax with respect to payments to it hereunder be made pursuant to this Agreement and the other Loan Documents. In addition, Lender (including any Lender that is an assignee or transferee of an interest under the Notes are this Agreement pursuant to subsection 8.1) agrees that (i) not subject from time to United States Federal backup withholding tax and time after the Initial Effective Date, when a lapse in time or change in circumstance renders the previous Internal Revenue Service forms or certificates obsolete or inaccurate in any material respect, or (ii) not upon Borrower's reasonable request after the occurrence of any other event requiring the delivery of an Internal Revenue Service form or certificate in addition to or in replacement of the forms or certificates previously delivered, it will deliver to Borrower such Internal Revenue Service forms or certificates as may be required in order to confirm or establish such Lender's entitlement to a continued exemption from the withholding of United States federal tax with respect to payments to be made under this Agreement and the other Loan Documents. Notwithstanding anything to the contrary contained in subsection 2.8(b), but subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shallsubsection 2.8(a), Borrower shall be entitled, to the extent it may lawfully is required to do soso by law, to deduct or withhold income or similar Taxes imposed by the United States (xor any political subdivision or taxing authority thereof or therein) deliver further copies from amounts payable hereunder for the account of such forms Lender (including any Lender that is an assignee or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence transferee of any event requiring a change in the most recent form delivered interest under this Agreement pursuant to the Borrowers or the Agent subsection 8.1) and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers Borrower shall not be required to pay any amount obligated pursuant to the last sentence of subsection (a2.8(b) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any gross-up payments to be made to such Foreign Lender under any in respect of such Taxes to the Loan Documents extent that such amounts as are required by Lender has not provided to Borrower the appropriate Internal Revenue Code. If any Governmental Authority asserts Service forms or certificates that the Agent did not properly withhold establish a complete exemption from such deduction or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentwithholding.

Tax Forms. Prior (A) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or Administrative Agent as will enable Borrower or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.5(b)(x)(B), 2.5(b)(x)(C) and 2.5(b)(x)(D) below) shall not be required if in Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (B) Any Lender that is a U.S. Person shall deliver to Borrower and Administrative Agent on or prior to the date that any Foreign on which such Lender becomes a party hereto, such Foreign Lender shall deliver under this Agreement (and from time to time thereafter upon the Borrowers and the Agent such certificates, documents reasonable request of Borrower or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsAdministrative Agent), properly completed, currently effective and duly executed by originals of IRS Form W-9 certifying that such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal is exempt from U.S. federal backup withholding tax and tax. (iiC) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such any Foreign Lender shall, to the extent it may lawfully is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Taxes pursuant to the “business profits” or “other income” article of such tax treaty, as applicable executed originals of IRS Form W-8BEN or W-8BEN-E; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRS Code, (x) a certificate substantially in form and substance reasonably satisfactory to Borrower and Administrative Agent to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRS Code, (y) a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the IRS Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate and/or other certification documents from each beneficial owner, as applicable, provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or Administrative Agent to determine the withholding or deduction required to be made. (D) If a payment made to a Lender under any Loan Document would be subject to 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 IRS Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRS Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (E) If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify Administrative Agent therefor, including all penalties and interest, any Taxes imposed by any jurisdiction on the amounts payable to Administrative Agent under this Section, and costs and expenses (including all fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of Administrative Agent. The obligation of each Lender under this Section shall survive the repayment of Debt, any assignment of rights by, or the replacement of, such Lender, the termination of the Individual Loan Commitments and the resignation or replacement of Administrative Agent. Each such Lender shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Borrower and Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all upon reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentprior notice.

Tax Forms. Prior (a) Each Lender and Agent that is entitled to an exemption from or reduction of withholding Tax under the date that law of the jurisdiction in which the Borrower is located or any Foreign Lender becomes treaty to which the Netherlands is a party heretoparty, such Foreign Lender with respect to payments under this Agreement, shall deliver to the Borrowers Borrower and the Agent Administrative Agent, at the reasonable written request of the Borrower or the Administrative Agent, such certificatesproperly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided that such Lender is legally entitled to complete, documents execute and deliver such documentation and in such Lender’s judgment such completion, execution or delivery would not materially prejudice the legal position of such Lender; and provided further, that if any form or document referred to in this Section 10.15(a) requires the disclosure of information, other evidence, as than information necessary to compute the tax payable and information required on the date hereof by the Internal Revenue Code relevant taxing authority, that the applicable Lender or Treasury Regulations issued pursuant thereto Agent considers to be confidential, such Lender or Agent shall give notice thereof to the Borrower or the Administrative Agent and shall not be obligated to include in such form or document such confidential information. (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are b) (i) not subject to Without limiting the generality of the foregoing, each Lender and Agent that is a “United States Federal person” within the meaning of Section 7701(a)(30) of the Code that lends to the Borrower (each a “US Lender”) shall deliver to Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Amendment Closing Date (or upon accepting an assignment of an interest herein), executed originals of IRS Form W-9 certifying that such Lender is exempt from US federal backup withholding tax. 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 “Non-US Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Amendment Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either (1) IRS Form W-8BEN-E or IRS Form W-8BEN or any successor thereto (relating to such Non-US Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement or any other Loan Document) or (2) IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement or any other Loan Document) or such 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 withholding tax, including any exemption pursuant to Section 881(c) of the Code, and in the case of a Non-US Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Borrower and the Administrative Agent that such Non-US Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) not subject a 10 percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to United States Federal withholding tax imposed under the Internal Revenue Borrower with the meaning of Section 864(d) of the Code. Each Thereafter and from time to time, each such Foreign US Lender shall, and Non-US Lender shall (A) promptly submit to the extent it may lawfully do so, (x) deliver further Borrower and the Administrative Agent such additional duly and properly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such 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 US Lender or Non-US Lender as applicable by the Borrower pursuant to this Agreement, or any other appropriate certifications Loan Document, in each case, (1) on or before the date that any such forms expire form, certificate or become obsolete and other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form form, certificate or evidence previously delivered by it to the Borrowers or Borrower and the Administrative Agent and (y3) obtain such extensions of the from time for filing, and renew such forms and certifications thereof, as may be to time thereafter if reasonably requested by the Borrowers Borrower or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Administrative Agent, if it is organized under and (B) promptly notify the laws of a jurisdiction outside of Borrower and the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, change in circumstances which would modify or render invalid any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm claimed exemption or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentreduction.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above (or in respect thereof, under subsection (b) above) to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign LenderLender or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior On or prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver Agreement Date and on or prior to the Borrowers first Business Day of each calendar year thereafter, each Lender and each Tranche C Lender which is organized in a jurisdiction other than the United States shall provide each of the Administrative Agent and the Agent such certificates, documents Borrower with either (a) two (2) properly executed originals of Form 4224 or other evidence, as required Form 1001 (or any successor forms) prescribed by the Internal Revenue Code Service or Treasury Regulations issued pursuant thereto (including other documents satisfactory to the Borrower and the Administrative Agent, and a properly executed Internal Revenue Service Forms W-8ECI and W-8BENForm W-8 or Form W-9, as the case may be, certifying (i) as to such Lender's or Tranche C Lender's, as the case may be, status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to such Lender or Tranche C Lender, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and other Loan Documents, or (ii) not that all payments to be made to such Lender or Tranche C Lender, as the case may be, hereunder and under the other Loan Documents are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (b) a certificate executed by such Lender or Tranche C Lender, as the case may be, certifying that such Lender or Tranche C Lender, as applicable, is not a "bank" and that such Lender or Tranche C Lender, as applicable, qualifies for the portfolio interest exemption under Section 881(c) of the Code, and two (2) properly executed originals of Internal Revenue Service Form W-8 (or any successor form) prescribed certifying such Lender's or Tranche C Lender's, as applicable, entitlement to an exemption from United States Federal withholding tax imposed with respect to payments of interest to be made under this Agreement and under the other Loan Documents. Each such Lender and each such Tranche C Lender agrees to provide the Administrative Agent and the Borrower with new forms prescribed by the Internal Revenue Code. Each such Foreign Lender shallService upon the expiration or obsolescence of any previously delivered form, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form forms delivered by it to the Borrowers or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the AgentBorrower.

Tax Forms. Prior to the date that any Foreign Lender organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue IRS Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Borrower and Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (av) above to any Foreign Lender or the Agent, if it that is organized under the laws of a jurisdiction outside of the United States of America, America if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue IRS Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations Debt and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-9, X-0XXX xxd/or W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of other than that in which the United States of AmericaBorrower is a resident for tax purposes, if such Foreign Lender or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender that is organized under the laws of a jurisdiction outside of the United States of America or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or (and any, Treasury Regulations issued pursuant thereto thereto) (including including, without limitation, Internal Revenue Service Forms W-8ECI W-8ECI, W-8BEN and W-8BENW-8IMY, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal federal backup withholding tax and tax, (ii) not subject to United States Federal federal withholding tax imposed taxes (including by virtue of a double taxation treaty to which the United States is a party), and (iii) therefore permitting such payments to be made without backup withholding or withholding taxes under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete or inaccurate, and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it Participant that is organized under the laws of a jurisdiction outside of the United States of AmericaAmerica or the Administrative Agent, if such Foreign Lender Lender, Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue CodeCode or other Applicable Law. If any Governmental Authority asserts that 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 LenderLender or Participant, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders a Lender or Participant under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent. • YIELD PROTECTION, ETC.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed -41- under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Borrower or the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the Borrower or the 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 Lender, such Lender shall indemnify the Agent Borrower or the Agent, as the case may be, therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Borrower or the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the reasonable allocated cost of internal legal services and all disbursements of internal counsel) of the Borrower or the Agent. The obligation of the Lenders under this Section shall survive the termination of the Revolving Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required to be withheld by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. (i) Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsforms or such other evidence satisfactory to the Administrative Agent and the Borrower), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. To the extent that amounts payable under the last sentence of subsection (a) or pursuant to subsection (b) resulted from the failure of any Lender or Participant that is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes or the Administrative Agent, if it is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes, if such Lender, Participant or the Administrative Agent, as applicable, to comply with the requirements of this subsection, the Borrower shall not be required to pay such amounts. (ii) The Borrowers Administrative Agent, the Issuing Bank, each Lender and each Participant that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower and the Administrative Agent two duly signed completed copies of IRS Form W-9 establishing that payments to it hereunder and under the Notes are not subject to United States Federal backup withholding tax. If the Administrative Agent, the Issuing Bank, any Lender or any Participant required to deliver the completed forms described in the immediately preceding sentence fails to deliver such forms, then the Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above or pursuant to subsection (b) to the extent the amounts payable under such sentence or subsection (a) or under subsection (b) resulted from such failure to deliver such forms. (iii) If any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign LenderParticipant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then documentation described in the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses immediately preceding subsections (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counselc)(i) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.or

Tax Forms. Prior As modified by paragraphs (b) and (c) of this Section 10.15, each Lender agrees to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers and the Administrative Agent such certificates, documents or other evidencea Borrower, as required by the Internal Revenue Code Administrative Agent or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BENa Borrower shall reasonably request, as applicable, on or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, prior to the extent it may lawfully do soEffective Date, (x) deliver further and in a timely fashion thereafter, two copies of such documents and forms or other appropriate certifications on or before the date that required by any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized relevant Governmental Authorities under the laws of a jurisdiction outside Laws of the United States States, France (in the case of AmericaTranche B Lenders) and any other jurisdiction, if duly executed and completed by such Foreign Lender or the AgentLender, as applicable, fails are required under such Laws to comply with the requirements confirm such Lender’s entitlement to a complete exemption from withholding taxes in respect of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any all payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement. Each Lender shall promptly (i) notify the Administrative Agent of any change in circumstances which would modify or render invalid any such claimed exemption, and (ii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any such jurisdiction that a Borrower make any deduction or withholding for taxes from amounts payable to such Lender. Additionally, each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Effective Date, and in a timely fashion thereafter, such documents and forms required by any relevant Governmental Authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Credit Documents, with respect to such jurisdiction. No Borrower shall be required to pay an additional amount to any Lender under Section 3.1 if such Lender shall have failed to satisfy the provisions of this Section 10.15; provided that, subject to the limitation of Section 10.7(e), if such Lender shall have satisfied the requirement of this Section 10.15 on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents such Credit Documents, nothing in this Section 10.15(a) shall relieve either Borrower of its obligation to pay any amounts as are required by pursuant to Section 3.1 in the Internal Revenue Code. If any Governmental Authority asserts that the Agent did not properly withhold or backup withholdevent that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the case may beinterpretation, any tax administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other amount from payments made to evidence at a subsequent date establishing the fact that such Lender or other Person for the account of any Lender, which such Lender shall indemnify the Agent therefor, including all penalties and interest, receives any taxes imposed by sums payable under any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation Credit Documents is not subject to withholding or replacement of the Agentis subject to withholding at a reduced rate.

Tax Forms. Prior to the date that any Foreign Lender or participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent Agent, to the extent it is legally entitled to do so, such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations treasury regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue CodeCode because (a) such payment is effectively connected with the conduct by such Lender or participant of a trade or business in the United States, (b) such payment is totally exempt from United States Federal withholding tax by reason of the application of the provisions of a treaty to which the United States is a party or (c) such Lender or participant, as applicable, is otherwise wholly exempt. Each such Foreign Lender shallIn addition, to the extent it may lawfully is legally entitled to do so, (x) any such Lender or participant shall deliver to the Borrower and the Agent further copies of any such forms certificate, document or other appropriate certifications evidence on or before the date that any such forms expire certificate, document or become other evidence expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it, in each case establishing that payments to it hereunder and under the Borrowers or the Agent Notes are (i) not subject to United States Federal backup withholding tax and (yii) obtain such extensions of not subject to United States Federal withholding tax under the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection Internal Revenue Code because (a) above to any Foreign such payment is effectively connected with the conduct by such Lender or the Agent, if it is organized under the laws participant of a jurisdiction outside trade or business in the United States, (b) such payment is totally exempt from United States Federal withholding tax by reason of the application of the provisions of a treaty to which the United States of America, if is a party or (c) such Foreign Lender or the Agentparticipant, as applicable, fails to comply with the requirements of this subsectionis otherwise wholly exempt. If an event (including, without limitation, any change in Applicable Law) has occurred prior to the date on which any such Foreign Lenderdelivery would otherwise be required which would prevent such Lender or participant, to the extent it may lawfully do soas applicable, fails to deliver the above forms from duly completing and delivering any such certificates, documents or other documentation, then the Agent may withhold from any payments evidence form with respect to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lenderit, such Lender or participant, as applicable, shall indemnify advise the Borrower and the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentin writing that it can no longer provide such form.

Tax Forms. Prior (A) Lender (if Lender is entitled to the date that an exemption from or reduction of withholding Tax with respect to payments made under any Foreign Lender becomes a party hereto, such Foreign Lender Loan Document) shall deliver to Borrower, at the Borrowers time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, Lender, if reasonably requested by Borrower, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower as will enable Borrower to determine whether or not Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the Agent contrary in the preceding two sentences, the completion, execution and submission of such certificates, documents or documentation (other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsthan such documentation set forth in Sections 2.5(b)(xi)(B), properly completed2.5(b)(xi)(C) and 2.5(b)(xi)(D) below) shall not be required if in Lender’s reasonable judgment such completion, currently effective and duly execution or submission would subject Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Lender. (B) Lender (if Lender is a U.S. Person) shall deliver to Borrower from time to time upon the reasonable request of Borrower, executed by such Foreign originals of IRS Form W-9 certifying that Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal is exempt from U.S. federal backup withholding tax and tax. (iiC) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Lender (if Lender is a Foreign Lender Lender) shall, to the extent it may lawfully is legally entitled to do so, deliver to Borrower (in such number of copies as shall be requested by the recipient) from time to time upon the reasonable request of Borrower, whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Taxes pursuant to the “business profits” or “other income” article of such tax treaty, as applicable executed originals of IRS Form W-8BEN or W-8BEN-E; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRS Code, (x) a certificate substantially in form and substance reasonably satisfactory to Borrower to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRS Code, (y) a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the IRS Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate and/or other certification documents from each beneficial owner, as applicable, provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; Lender (if Lender is a Foreign Lender) shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be requested by the recipient) from time to time upon the reasonable request of Borrower, executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower to determine the withholding or deduction required to be made. (D) If a payment made to Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if 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 IRS Code, as applicable), Lender shall deliver to Borrower at the time or times prescribed by law and at such time or times reasonably requested by Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRS Code) and such additional documentation reasonably requested by Borrower as may be necessary for Borrower to comply with their obligations under FATCA and to determine that Lender has complied with Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (E) Lender shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all Borrower upon reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentprior notice.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, thereof as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsectionsubsection nor shall the Borrower be precluded from deducting any applicable withholding taxes in such case. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsforms or such other evidence satisfactory to the Agent and the Borrower), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above or pursuant to subsection (b) above to any Foreign Lender (or the Agent, if it ) that is organized under not a “United States person” within the laws meaning of a jurisdiction outside Section 7701(a)(30) of the United States of America, Internal Revenue Code if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code, and such withheld amounts shall be deemed to have been paid to such Lender. Each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Agent two duly signed completed copies of IRS Form W-9 establishing that payments to it hereunder and under the Notes are not subject to United States Federal backup withholding tax. If such Lender fails to deliver such forms, then the Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable backup withholding tax imposed by the Code, without reduction; such withheld amounts shall be deemed to have been paid to the relevant Lender, and the Borrower shall not be required to pay any amount pursuant to Section 3.11.(a) or (b). If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Borrower or the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the Borrower or the 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 Lender, such Lender shall indemnify the Agent Borrower or the Agent, as the case may be, therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Borrower or the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the reasonable allocated cost of internal legal services and all disbursements of internal counsel) of the Borrower or the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. (i) Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsforms or such other evidence satisfactory to the Administrative Agent and the Borrower), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. To the extent that amounts payable under the last sentence of subsection (a) or pursuant to subsection (b) resulted from the failure of any Lender or Participant that is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes or the Administrative Agent, if it is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes, if such Lender, Participant or the Administrative Agent, as applicable, to comply with the requirements of this subsection, the Borrower shall not be required to pay such amounts. (ii) The Borrowers Administrative Agent each Lender and each Participant that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower and the Administrative Agent two duly signed completed copies of IRS Form W-9 establishing that payments to it hereunder and under the Notes are not subject to United States Federal backup withholding tax. If the Administrative Agent any Lender or any Participant required to deliver the completed forms described in the immediately preceding sentence fails to deliver such forms, then the Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above or pursuant to subsection (b) to the extent the amounts payable under such sentence or subsection (a) or under subsection (b) resulted from such failure to deliver such forms. (iii) If any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign LenderParticipant, to the extent it may lawfully do so, fails to deliver the above forms or other documentationdocumentation described in the immediately preceding subsections (c)(i) or (c)(ii), as applicable, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code, and such withheld amounts shall be deemed to have been paid to such Lender. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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, such Foreign Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Foreign Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the date that any Foreign Lender becomes a party heretoBorrower 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 withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (e)(ii), (iii) and (iv) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (A) Without limiting the generality of the foregoing, each Foreign Lender shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender becomes a party to this Agreement and on or before the Agentdate, if any, such Foreign Lender changes its Applicable Lending Office (i) two duly executed and properly completed Internal Revenue Service Forms W-8ECI, W-8BEN or W-8BEN-E, as applicableapplicable (with respect to the benefit of an income tax treaty), fails or successor forms, certifying to comply with the requirements of this subsection. If any such Foreign Lender, ’s entitlement to the extent it may lawfully do so, fails a complete exemption from United States withholding tax with respect to deliver the above forms or other documentation, then the Agent may withhold from any all payments to be made to it under the Loan Documents, or (ii) if such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, either (x) the forms referred to in clause (i) above certifying to such Foreign Lender’s entitlement to a complete exemption from United States withholding tax with respect to all payments to be made to it under the Loan Documents, or (y) two duly executed and properly completed Internal Revenue Service Forms W-8BEN or W-8BEN-E (or successor forms) and a duly executed certificate substantially in the form of Exhibit D (any of such certificate, a “Section 2.15(e) Certificate”); provided that in the event that a Foreign Lender is not classified as a corporation for United States federal income tax purposes, such Foreign Lender shall take any actions necessary and shall deliver to the Borrower and the Administrative Agent all additional (or alternative) Internal Revenue Service forms and Section 2.15(e) Certificates necessary to fully establish such Foreign Lender’s entitlement to a complete exemption from United States withholding tax on all payments to be made to it under the Loan Documents such amounts as are required by the (including causing its partners, members, beneficiaries or owners, or their beneficial owners, to take any actions and deliver any Internal Revenue Service forms and Section 2.15(e) Certificates necessary to establish such exemption). In addition, each Foreign Lender shall deliver such Internal Revenue Service forms and the Section 2.15(e) Certificate (as applicable) to the Borrower and the Administrative Agent promptly upon the obsolescence, inaccuracy or invalidity of any such Internal Revenue Service forms or Section 2.15(e) Certificate previously delivered by such Foreign Lender pursuant to this Section 2.15(e) unless such Foreign Lender is not legally able to deliver such Internal Revenue Service forms or Section 2.15(e) Certificate. (B) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. (C) if a payment made to a Lender under this Agreement, any Assignment and Assumption or any other 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 requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code. If any Governmental Authority asserts that the 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 Lenderapplicable), such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable deliver to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel Borrower and the allocated cost of internal legal services and all disbursements of internal counsel) of Administrative Agent at the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation time or replacement of the Agent.times

Tax Forms. Prior Any Lender that is entitled to the date that an exemption from or reduction of withholding Tax with respect to payments made under any Foreign Lender becomes a party hereto, such Foreign Lender Loan Document shall deliver to the Borrowers Borrower and the Agent such certificatesAdministrative Agent, documents at the time or other evidence, as required times reasonably requested by the Internal Revenue Code Borrower or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI the Administrative Agent, such properly completed and W-8BEN, executed documentation reasonably requested by the Borrower or the Administrative Agent as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by will permit such Foreign Lender establishing that payments to it hereunder be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and under submission of such documentation (other than such documentation set forth in paragraphs (e)(i) or (iii) below and Section 2.20(f)) shall not be required if in the Notes are Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing: US-DOCS\151470090.12 (i) not subject Any Lender that is a U.S. Person shall deliver to United States Federal the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly executed copies of IRS Form W-9 certifying, to the extent such Lender is legally entitled to do so, that such Lender is exempt from U.S. federal backup withholding tax and tax. (ii) not subject Any Lender that is a Foreign Person and that is entitled to an exemption from or reduction of withholding tax under the Code or any treaty to which the United States Federal is a party with respect to payments under this Agreement shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding tax imposed under or at a reduced rate of withholding. Without limiting the Internal Revenue Code. Each such generality of the foregoing, each Lender that is a Foreign Lender Person shall, to the extent it may lawfully is legally entitled to do so, (w) on or prior to the date such Lender becomes a Lender under this Agreement, (x) deliver further copies of such forms or other appropriate certifications on or before prior to the date that on which any such forms expire form or become obsolete and certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this subsection, and (z) from time to time upon the reasonable request by the Borrower or the Administrative Agent, deliver to the Borrowers Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Agent Administrative Agent), whichever of the following is applicable: (A) if such Lender is claiming eligibility for benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, duly executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or any successor form thereto, establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “interest” article of such tax treaty, and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above with respect to any Foreign Lender other applicable payments under any Loan Document, duly executed copies of IRS Form W-8BEN or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the AgentIRS Form W-8BEN-E, as applicable, fails to comply with the requirements of this subsection. If or any such Foreign Lendersuccessor form thereto, establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the extent it may lawfully do so“business profits” or “other income” article of such tax treaty; (B) duly executed copies of IRS Form W-8ECI, fails to deliver or any successor form thereto, certifying that the above forms payments received by such Lender are effectively connected with such Xxxxxx’s conduct of a trade or other documentation, then business in the Agent may withhold from any payments to be made to United States; (C) if such Foreign Lender under any is claiming the benefits of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the Agent did not properly withhold exemption for portfolio interest under Section 871(h) or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counselSection 881(c) of the Agent. The Code, duly executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or any successor form thereto, together with a certificate (a “U.S. Tax Compliance Certificate”) upon which such Lender certifies that (1) such Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, or the obligation of the Lenders Borrower hereunder is not, with respect to such Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that Section, (2) such Lender is not a 10% shareholder of the Borrower within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, (3) such Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of US-DOCS\151470090.12 Section 881(c)(3)(C) of the Code, and (4) the interest payments in question are not effectively connected with a U.S. trade or business conducted by such Lender; or (D) if such Lender is not the beneficial owner (for example, a partnership or a participating Lender granting a typical participation), duly executed copies of IRS Form W-8IMY, or any successor form thereto, accompanied by IRS Form W-9, IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, and/or other certification documents from each beneficial owner, as applicable. (iii) Each Lender agrees that if any form or certification it previously delivered under this Section expires or becomes obsolete or inaccurate in any respect and such Lender is not legally entitled to provide an updated form or certification, it shall survive promptly notify the termination of the Commitments, repayment of all Obligations Borrower and the resignation Administrative Agent of its inability to update such form or replacement of the Agentcertification.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior (A) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or Administrative Agent as will enable Borrower or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.5(b)(xi)(B), 2.5(b)(xi)(C) and 2.5(b)(xi)(D) below) shall not be required if in Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (B) Any Lender that is a U.S. Person shall deliver to Borrower and Administrative Agent on or prior to the date that any Foreign on which such Lender becomes a party hereto, such Foreign Lender shall deliver under this Agreement (and from time to time thereafter upon the Borrowers and the Agent such certificates, documents reasonable request of Borrower or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsAdministrative Agent), properly completed, currently effective and duly executed by originals of IRS Form W-9 certifying that such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal is exempt from U.S. federal backup withholding tax and tax. (iiC) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such any Foreign Lender shall, to the extent it may lawfully is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Taxes pursuant to the “business profits” or “other income” article of such tax treaty, as applicable executed originals of IRS Form W-8BEN or W-8BEN-E; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRS Code, (x) a certificate substantially in form and substance reasonably satisfactory to Borrower and Administrative Agent to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRS Code, (y) a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the IRS Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate and/or other certification documents from each beneficial owner, as applicable, provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or Administrative Agent to determine the withholding or deduction required to be made. (D) If a payment made to a Lender under any Loan Document would be subject to 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 IRS Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRS Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (E) If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify Administrative Agent therefor, including all penalties and interest, any Taxes imposed by any jurisdiction on the amounts payable to Administrative Agent under this Section, and costs and expenses (including all fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of Administrative Agent. The obligation of each Lender under this Section shall survive the repayment of Debt, any assignment of rights by, or the replacement of, such Lender, the termination of the Individual Loan Commitments and the resignation or replacement of Administrative Agent. Each such Lender shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Borrower and Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all upon reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentprior notice.

Tax Forms. Prior to the date that any Foreign Lender Bank or Participant (as defined in Section 12(l) hereof) organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent (but only so long as such Bank or Participant is or remains lawfully able to do so) such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms)thereto, properly completed, currently effective and duly executed by such Foreign Lender establishing that Bank or Participant indicating whether payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and or (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue CodeCode because such payment is either effectively connected with the conduct by such Bank or Participant of a trade or business in the United States or totally exempt from United States Federal withholding tax by reason of the application of the provisions of a treaty to which the United States is a party or such Bank is otherwise wholly exempt; provided that nothing herein (including, without limitation, the failure or inability to provide any of such certificates, documents or other evidence) shall relieve the Borrower of its obligations under this Section 4(j)(iii). Each In addition, any such Foreign Lender shall, Bank or Participant shall deliver to the extent it may Borrower and the Agent (but only so long as such Bank or Participant is or remains lawfully able to do so, (x) deliver further copies of any such forms certificate, document or other appropriate certifications evidence on or before the date that any such forms expire certificate, document or other evidence expires or becomes obsolete. In the event that the situation of such Bank or Participant changes so that payments to such Bank or Participant become obsolete and after subject to withholding or deduction for or on the occurrence account of any event requiring a change in present or future taxes, levies, impost, duties or other charges of whatsoever nature imposed by any relevant governmental authority, other than any tax on or measured by the most recent form delivered overall net income of such Bank or Participant pursuant to the Borrowers income tax laws of the United States or the jurisdiction or jurisdictions where such Bank’s or Participant’s principal office or lending office is located, then Agent shall (a) make such deductions, (b) pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law, and (yc) obtain distribute to such extensions of Bank or Participant the time for filingremaining amounts due it, which will be equal to the original payment amount minus the amount deducted and renew such forms forwarded to the relevant authorities per clauses (a) and certifications thereof, as may be reasonably requested by the Borrowers or the Agent(b) above. The Borrowers Under no circumstances shall not Borrower be required to pay any amount pursuant to the last sentence of subsection such withholding taxes (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails in addition to deliver interest due hereunder and under the above forms Note) nor shall such payments be subjected to any gross up or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the Agent did not properly withhold or backup withhold, similar treatment as the case may be, any tax result thereof or other amount from payments made to or for the on account of any Lenderincrease in any withholding taxes, such Lender Bank or Participant agreeing that any such withholding taxes shall indemnify be deducted from the Agent therefor, including all penalties ordinary course monthly payments of interest and interest, any taxes imposed by any jurisdiction on principal (if applicable) due hereunder and under the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the AgentNote.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI W-9, W-8ECI, W-8BEN-E and W-8BENW-8EXP, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender Xxxxxx establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender fails to deliver the above forms or other documentation, then the Agent (or the Borrower with the Agent’s consent) may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior Any Lender that is entitled to the date that an exemption from or reduction of withholding Tax with respect to payments made under any Foreign Lender becomes a party hereto, such Foreign Lender Loan Document shall deliver to the Borrowers Borrower and the Agent such certificatesAdministrative Agent, documents at the time or other evidence, as required times reasonably requested by the Internal Revenue Code Borrower or Treasury Regulations issued pursuant thereto 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 withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (including Internal Revenue Service Forms W-8ECI other than such documentation set forth in paragraphs (a)(ii)(A), (ii)(B) and W-8BEN(ii)(D) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, as applicableexecution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. AMERICAS/2023410772.1 2023410772.9 198 Credit Agreement (i) Without limiting the generality of the foregoing, any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or appropriate successor formsabout the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), properly completed, currently effective completed and duly executed by copies of IRS Form W-9 (or successor form) certifying that such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal is exempt from U.S. federal backup withholding tax and tax; (iiA) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such any Foreign Lender shall, to the extent it may lawfully is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, properly completed and executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, (or successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, properly completed and executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, (or successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) properly completed and executed copies of IRS Form W-8ECI (or successor form); (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or 881(c) of the Code, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change certificate substantially in the most recent form delivered of Exhibit B-1 to the Borrowers effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Agent Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) obtain such extensions properly completed and executed copies of the time for filing, and renew such forms and certifications thereofIRS Form W-8BEN or IRS Form W-8BEN-E, as may be reasonably requested by the Borrowers applicable (or the Agent. The Borrowers shall not be required to pay any amount pursuant successor form); or AMERICAS/2023410772.1 2023410772.9 199 Credit Agreement (4) to the last sentence extent a Foreign Lender is not the beneficial owner, properly completed and executed copies of subsection IRS Form W-8IMY (aor successor form), accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, as applicable (or successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, properly completed and executed copies of IRS Form W-9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner; (B) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lendershall, to the extent it may lawfully is legally entitled to do so, fails deliver to deliver the above forms Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or other documentation, then about the Agent may withhold from any payments to be made to date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), properly completed and executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (C) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lenderapplicable), such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable deliver to the Borrower and the Administrative Agent under this Section, at the time or times prescribed by Applicable Law and costs and expenses at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counselas prescribed by Section 1471(b)(3)(C)(i) of the Agent. The obligation of Code) and such additional documentation reasonably requested by the Lenders under this Section shall survive Borrower or the termination of Administrative Agent as may be necessary for the Commitments, repayment of all Obligations Borrower and the resignation Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Xxxxxx’s obligations under FATCA or replacement to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Agentdate of this Agreement. AMERICAS/2023410772.1 2023410772.9 200 Credit 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 Borrower and the Administrative Agent in writing of its legal inability to do so.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefortherefore, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject Prior to United States Federal backup withholding tax becoming a Lender under this Agreement and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire a previously delivered Certificate of Exemption (as defined below) expires or become obsolete and after the occurrence becomes inapplicable or obsolete, other than by reason of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of applicable rules as in effect at the time a Lender becomes a Lender under this Agreement, each Lender that is not a “United States person” (as such term is defined in IRC Section 7701(a)(30)) for filingU.S. federal income tax purposes (a “Foreign Lender”) shall provide to Borrower Representative and Agent a properly completed and executed IRS Form W-8BEN or Form W-8ECI or other applicable form, and renew such forms and certifications thereof, as may be reasonably requested certificate or document prescribed by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside IRS of the United States of America, if such Foreign Lender or the Agent, certifying as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender’s entitlement to an exemption from, or a reduction in, United States federal withholding tax under the applicable rules as in effect at the time the Lender becomes a Lender under this Agreement with respect to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under this Agreement and under the Notes (a “Certificate of Exemption”). Notwithstanding anything herein to the contrary, if a Foreign Lender is unable to provide or does not provide a Certificate of Exemption to Borrower Representative and Agent claiming an exemption from United States withholding tax within the time periods set forth in the preceding sentence, Borrowers shall withhold Taxes from payments to such Foreign Lender at the applicable statutory and treaty rates (taking into account such Foreign Lender’s compliance with applicable certification requirements), provided that all such withholding shall cease (or be reduced to the applicable treaty rate) upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Representative and Agent. (ii) Prior to becoming a Lender under this Agreement and on or before a previously delivered Certificate of Exemption (as defined below) expires or becomes inapplicable or obsolete, other than by reason of a change in the applicable rules as in effect at the time a Lender becomes a Lender under this Agreement, each Lender that is a “United States person” (as such term is defined in IRC Section 7701(a)(30)) for U.S. federal income tax purposes (a “US Lender”) shall provide to Borrower Representative and Agent a properly completed and executed IRS Form W-9 (certifying that such US Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Notwithstanding any other provision of the Loan Documents such amounts as are this Section 1.11, a US Lender shall not be required by the Internal Revenue Code. If to deliver any Governmental Authority asserts that the Agent did not properly withhold or backup withhold, as the case may be, any tax Certificate of Exemption or other amount from payments made certificate pursuant to or for the account of any Lender, this paragraph that such US Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable is not legally able to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agentdeliver.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsforms or such other evidence satisfactory to the Agent and the Borrower), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not i)not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above or pursuant to section (b) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. Upon the request of the Agent, each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Agent two duly signed completed copies of IRS Form W-9. If such Lender fails to deliver such forms, then the Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable backup withholding tax imposed by the Code, without reduction, and the Borrower shall not be required to pay any amount pursuant to Section 3.11.(a) or (b). If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior (a) Each Purchaser and each LC Bank agrees to provide the date that any Foreign Lender becomes a party heretoSeller, such Foreign Lender shall deliver to the Borrowers Servicer, the Administrative Agent and the Facility Agent for such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto Purchaser and LC Bank with (including A) (x) two appropriately executed copies of Internal Revenue Service Forms W-8ECI and W-8BEN, as applicableForm W-9, or any successor form, on the date hereof (or, if later, on the date on which it becomes a Purchaser or LC Bank under this Agreement) certifying that such Purchaser or LC Bank is exempt from U.S. backup withholding or (y) two appropriate executed copies of Internal Revenue Service Form W-8ECI (or alternatively, Internal Revenue Service Form W-8BEN), or any successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax on the date hereof (or, if later, the date on which it becomes an Purchaser or LC Bank under this Agreement), and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after upon the occurrence of any event requiring that would require the amendment or resubmission of any such Form previously provided hereunder and (B) any other forms, certificates or information in connection therewith requested by the Seller, the Servicer, the Administrative Agent or the Facility Agent for such Purchaser or LC Bank. (b) If a change payment made to a Purchaser under this Agreement would be subject to U.S. Federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the most recent form delivered Code, as applicable), such Purchaser shall deliver to the Borrowers or Seller, the Servicer and the Administrative Agent and (y) obtain such extensions of at the time for filing, or times prescribed by Law and renew at such forms and certifications thereof, as may be time or times reasonably requested by the Borrowers Seller or Servicer such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller, the Servicer or the Agent. The Borrowers shall not Administrative Agent as may be required to pay any amount pursuant to necessary for the last sentence of subsection (a) above to any Foreign Lender or Seller, the Agent, if it is organized under Servicer and the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with such Purchaser’s obligations under FATCA or to determine the requirements amount to deduct and withhold from such payment. Solely for the purposes of this subsection. If clause (b), FATCA shall include any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be amendments made to such Foreign Lender under any FATCA after the date of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the AgentAgreement.

Tax Forms. Prior to the date that any Foreign Each Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it which is organized under the laws of a jurisdiction outside the United States shall, on the day of the initial borrowing from each such Lender hereunder and from time to time thereafter if requested by Borrower or Agent, provide Agent and Borrower with the forms prescribed by the Internal Revenue Service of the United States certifying as to such Lender’s status for purposes of America, if such Foreign Lender or the Agent, as applicable, fails determining exemption from United States withholding taxes with respect to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any all payments to be made to such Foreign Lender under any of the Loan Documents hereunder or other documents satisfactory to such amounts as Lender, Borrower and Agent indicating that all payments to be made to such Lender hereunder are required not subject to United States withholding tax or are subject to such tax at a rate reduced by the Internal Revenue Codean applicable tax treaty. If any Governmental Authority asserts that the Agent did not properly withhold or backup withholda Lender determines, as the case may be, any tax or other amount from payments made to or for the account a result of any Lenderchange in either (i) applicable law, such Lender shall indemnify the Agent thereforregulation or treaty, including all penalties and interestor in any official application thereof or (ii) its circumstances, that it is unable to submit any taxes imposed by any jurisdiction on the amounts payable form or certificate that it is obligated to the Agent under submit pursuant to this Section, or that it is required to withdraw or cancel any such form or certificate previously submitted, it shall promptly notify Borrower and Agent of such fact. Unless Borrower and Agent shall have received such forms or such documents indicating that payments hereunder are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Borrower or Agent shall withhold taxes from such payments at the applicable statutory rate. Each Lender agrees to indemnify and hold harmless from any United States taxes, penalties, interest and other expenses, costs and expenses losses incurred or payable by (including all reasonable fees and disbursements i) Agent as a result of such Lender’s failure to submit any law firm form or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under certificate that it required to provide pursuant to this Section shall survive the termination or (ii) Borrower or Agent as a result of the Commitmentstheir reliance on any representation, repayment of all Obligations and the resignation form or replacement of the Agentcertificate which such Lender has provided to them pursuant to this Section.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction other than the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes or the Administrative Agent, if it is organized under the laws of a jurisdiction outside of other than that in which the United States of AmericaBorrower is a resident for tax purposes, if such Foreign Lender Lender, such Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign LenderLender or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Term Loan Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent.

Tax Forms. Prior to the date that the Agent, if applicable, any Foreign Lender Bank or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by the Agent, if applicable, such Foreign Lender Bank or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each The Agent, if applicable, each such Foreign Lender shall, to the extent it may lawfully do so, Bank or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to the Agent, if applicable, any Foreign Lender Bank or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Bank, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If the Agent, if applicable, any such Foreign Lender, to the extent it may lawfully do so, Bank or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments such payment to be made to itself or such Foreign Lender under any of the Loan Documents Bank such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 itself or any LenderBank, such Lender Bank shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders Agent, if applicable and the Banks under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. On or prior to the date any Lender or Issuing Bank or Participant that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) (any of the foregoing, a “US Lender”) becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation), each such US Lender shall deliver to the Borrower and the Administrative Agent two accurate and complete copies of Internal Revenue Service Form W-9, or any subsequent versions or successors to such form, currently effective and duly executed by such US Lender, establishing that payments to it hereunder and under the Notes are not subject to United States Federal backup withholding tax. Each such Foreign Lender Lender, Issuing Bank or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications required by this subsection on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above (or in respect thereof, under subsection (b) above) to any Foreign Lender Lender, Issuing Bank or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of AmericaParticipant, if such Foreign Lender Lender, Issuing Bank, Participant or the Administrative Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, Issuing Bank or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents Lender, Issuing Bank or Participant such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that 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 Lender, Issuing Bank or Participant, such Lender Lender, Issuing Bank or Participant shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The obligation of the Lenders Lenders, Issuing Bank and Participants under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Administrative Agent. If a successor Administrative Agent is organized under the laws of a jurisdiction outside the United States of America, or is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) that is not an “exempt recipient” as such term is defined in Treasury Regulations section 31.3406(g)-1, then such successor Administrative Agent shall be subject to the same obligations as an applicable Lender under this Section 3.10(c).

Tax Forms. Prior to the date that any Foreign Lender organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue IRS Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Borrower and Administrative Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Administrative Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (av) above to any Foreign Lender or the Agent, if it that is organized under the laws of a jurisdiction outside of the United States of America, America if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue IRS Code. If any Governmental Authority asserts that 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 Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.the

Tax Forms. Prior to the date that any Foreign Each Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it which is organized under the laws of a jurisdiction outside the United States shall, on the day of the initial borrowing from each such Lender hereunder and from time to time thereafter if requested by Borrower or Agent, provide Agent and Borrower with the forms prescribed by the Internal Revenue Service of the United States certifying as to such Lender's status for purposes of America, if such Foreign Lender or the Agent, as applicable, fails determining exemption from United States withholding taxes with respect to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any all payments to be made to such Foreign Lender under any of the Loan Documents hereunder or other documents satisfactory to such amounts as Lender, Borrower and Agent indicating that all payments to be made to such Lender hereunder are required not subject to United States withholding tax or are subject to such tax at a rate reduced by the Internal Revenue Codean applicable tax treaty. If any Governmental Authority asserts that the Agent did not properly withhold or backup withholda Lender determines, as the case may be, any tax or other amount from payments made to or for the account a result of any Lenderchange in either (i) applicable law, such Lender shall indemnify the Agent thereforregulation or treaty, including all penalties and interestor in any official application thereof or (ii) its circumstances, that it is unable to submit any taxes imposed by any jurisdiction on the amounts payable form or certificate that it is obligated to the Agent under submit pursuant to this Section, or that it is required to withdraw or cancel any such form or certificate previously submitted, it shall promptly notify Borrower and Agent of such fact. Unless Borrower and Agent shall have received such forms or such documents indicating that payments hereunder are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Borrower or Agent shall withhold taxes from such payments at the applicable statutory rate. Each Lender agrees to indemnify and hold harmless from any United States taxes, penalties, interest and other expenses, costs and expenses losses incurred or payable by (including all reasonable fees and disbursements i) Agent as a result of such Lender's failure to submit any law firm form or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under certificate that it required to provide pursuant to this Section shall survive the termination or (ii) Borrower or Agent as a result of the Commitmentstheir reliance on any representation, repayment of all Obligations and the resignation form or replacement of the Agent.certificate which such Lender has provided to them pursuant to this Section. 61 66

Tax Forms. Prior to the date that any Foreign Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party heretohereto (or in the case of a Participant, becomes a Participant), such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent Borrower and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender Lender, Participant or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, Lender or Participant fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made such payment to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection (a) above With respect to any Foreign Lender or the Agent, if it Bank which is organized under the laws of a jurisdiction outside the United States, on the date of the United States of Americainitial Advance hereunder or on the date it becomes a party hereto, and from time to time thereafter if such Foreign Lender requested by the Company or the Administrative Agent, as applicable, fails to comply each such Bank shall provide the Administrative Agent and the Company with the requirements of this subsectionPrescribed Forms. If any Unless the Company and the Administrative Agent have received such Foreign LenderPrescribed Forms, to the extent it may lawfully do soAdministrative Agent and the Company if required by applicable law or regulation, fails to deliver the above forms or other documentation, then the Agent may withhold taxes from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are at the applicable rate in the case of payments to or for any Bank organized under the laws of a jurisdiction outside the United States; PROVIDED the Company shall, unless otherwise directed in writing by the Administrative Agent or unless otherwise required by law, make all payments in full to the Internal Revenue CodeAdministrative Agent without deducting any withholding or similar taxes. If the Company is required by law to deduct or withhold any Governmental Authority asserts that taxes from any Payment, the Company shall: (a) make such deduction or withholding; (b) pay the amount so deducted or withheld to the appropriate taxing authority not later than the date when due (irrespective of the rate of such deduction or withholding); (c) deliver to the relevant Administrative Agent did not properly withhold or backup withholdBank, as the case may be, promptly and in any event within 30 days after the date on which such taxes become due, original tax receipts and other evidence satisfactory to such Administrative Agent or other Bank, as the case may be, of the payment when due of the full amount of such taxes; and (d) pay to the respective Administrative Agent or Bank, forthwith upon any request by such Administrative Agent or Bank, therefor from payments made time to or for the account of any Lendertime, such Lender shall indemnify additional amounts as may be necessary so that such Administrative Agent or Bank, as the case may be, receives, free and clear of all taxes, the full amount of such Payment stated to be due under this Agreement, the Notes or the other Loan Documents as if no such deduction or withholding had been made. The Company hereby indemnifies each Agent thereforand each Bank, including all penalties and interestholds each of them harmless for, any taxes imposed by and any jurisdiction on loss, cost, damage, penalty or expense whatsoever arising from any failure of the amounts payable Company to make, or delay in making, any deduction or withholding of taxes, or its failure to pay when due the amount so deducted or withheld to the Agent under appropriate taxation authority or its failure otherwise to comply with the terms and conditions of this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.

Tax Forms. Prior to the date (i) Any Lender that any Foreign Lender becomes is a party hereto, such Foreign Lender U.S. Person shall deliver to the Borrowers Borrower, on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the Agent such certificates, documents or other evidence, as required by reasonable request of the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor formsBorrower), properly completed, currently effective and duly executed by originals of IRS Form W-9 certifying, to the extent such Foreign Lender establishing is legally entitled to do so, that payments to it hereunder and under the Notes are (i) not subject to United States Federal such Lender is exempt from U.S. federal backup withholding tax and tax. (ii) not subject Any Lender that is a Foreign Person and that is entitled to an exemption from or reduction of withholding tax under the Code or any treaty to which the United States Federal is a party with respect to payments under this Agreement shall deliver to the Borrower, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding tax imposed under or at a reduced rate of withholding. Without limiting the Internal Revenue Code. Each such generality of the foregoing, each Lender that is a Foreign Lender Person shall, to the extent it may lawfully is legally entitled to do so, (w) on or prior to the date such Lender becomes a Lender under this Agreement, (x) deliver further copies of such forms or other appropriate certifications on or before prior to the date that on which any such forms expire form or become obsolete and certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this subsection, and (z) from time to time upon the reasonable request by the Borrower, deliver to the Borrowers Borrower (in such number of copies as shall be requested by the Borrower), whichever of the following is applicable: (A) if such Lender is claiming eligibility for benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, duly executed originals of IRS Form W-8BEN, or any successor form thereto, establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the Agent “interest” article of such tax treaty, and (y) obtain with respect to any other applicable payments under any Loan Document, duly executed originals of IRS Form W-8BEN, or any successor form thereto, establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits” or “other income” article of such extensions tax treaty; (B) duly executed originals of IRS Form W-8ECI, or any successor form thereto, certifying that the payments received by such Lender are effectively connected with such Lender’s conduct of a trade or business in the United States; (C) if such Lender is claiming the benefits of the time exemption for filingportfolio interest under Section 871(h) or Section 881(c) of the Code, duly executed originals of IRS Form W-8BEN, or any successor form thereto, together with a certificate (a “U.S. Tax Compliance Certificate”) upon which such Lender certifies that (1) such Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, or the obligation of the Borrower hereunder is not, with respect to such Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that Section, (2) such Lender is not a 10% shareholder of the Borrower within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, (3) such Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code, and renew (4) the interest payments in question are not effectively connected with a U.S. trade or business conducted by such forms and certifications thereofLender; or (D) if such Lender is not the beneficial owner, duly executed originals of IRS Form W-8IMY, or any successor form thereto, accompanied by IRS Form W-9, IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate, any applicable withholding statement and/or other certification documents from each beneficial owner, as may applicable. (iii) Each Lender agrees that if any form or certification it previously delivered under this Section expires or becomes obsolete or inaccurate in any respect and such Lender is not legally entitled to provide an updated form or certification, it shall promptly notify the Borrower of its inability to update such form or certification. (iv) If a payment made to a Lender under this Agreement 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, at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Agent. The Borrowers shall not be required to pay any amount pursuant to the last sentence of subsection Borrower, such documentation prescribed by applicable law (aincluding as prescribed by Section 1471(b)(3)(C)(i) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if Code) and such Foreign Lender or additional documentation reasonably requested by the Agent, Borrower as applicable, fails may be necessary for the Borrower to comply with their obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the requirements amount to deduct and withhold from such payment. For purposes of this subsection. If Section 2.19(e)(iv), “FATCA” shall include any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be amendments made to such Foreign Lender under any FATCA after the date of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the AgentAgreement.

Tax Forms. Prior to the date that any Foreign Lender organized under the laws of a jurisdiction outside the United States of America becomes a party heretohereto or, in the case of a Participant organized under the laws of a jurisdiction outside the United States of America, on or before the date on which such Participant purchases the related participation, such Foreign Lender Person shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including two copies of Internal Revenue Service Forms W-8ECI and or W-8BEN, as applicable, or appropriate successor forms or, in the case of a Lender or Participant organized under the laws of a jurisdiction outside the United States of America claiming exemption from United States federal withholding tax under section 881(c) of the Internal Revenue Code, a certificate to the effect that such Lender or Participant is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and duly completed copies of Internal Revenue Service Form W-8BEN, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender or Participant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender or Participant shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent or at such other times as may be reasonably requested by the Borrower or the Agent and (y) obtain such extensions of the time for filing, filing and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) or (b) above to any Foreign Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the AgentParticipant, as applicable, fails to comply with the requirements of this subsectionsubsection or, in the case of the Agent, if the Agent fails to comply with the requirements of this subsection as if it were a Lender. If any such Foreign LenderLender or Participant, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent. Notwithstanding anything to the contrary in this Agreement, a Participant shall not be entitled to receive any greater payment under this Section than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant.

Tax Forms. Prior LOAN AGREEMENT New Private Restaurant Properties, LLCObligor No.: 7829920036 CHAR1\1443108v12 39 (a) Intentionally Omitted. (b) If Lender is a “United States person” within the meaning of Section 7701(a)(30) of the Code, it shall deliver to Borrower two duly signed completed copies of IRS Form W‑9 or any successor form required to establish an exemption from back-up withholding imposed by the Code prior to the date that receipt of payments hereunder or upon accepting an assignment of an interest herein, and from time to time thereafter as requested by Borrower. Lender shall promptly notify Borrower of any Foreign Lender becomes a party hereto, such Foreign change in circumstances which would modify or render invalid any IRS Form W-9 previously delivered to Borrower. (a) Lender shall deliver to Borrower at the Borrowers time or times prescribed by law and the Agent at such certificates, documents time or other evidence, as required times reasonably requested by the Internal Revenue Code or Treasury Regulations issued pursuant thereto Borrower such documentation prescribed by applicable law (including Internal Revenue Service Forms W-8ECI as prescribed by Code Section 1471(b)(3)(C)(i)) and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed such additional documentation reasonably requested by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, Borrower as may be reasonably requested necessary for Borrower to comply with its obligations under FATCA and to determine that Lender has complied with Lender’s obligations under FATCA or to determine the amount to deduct and withhold from payments to Lender under any Loan Document. (b) To the extent determined by the Borrowers or the Agent. The Borrowers shall not Borrower to be required by applicable law, Borrower may withhold from any interest, fees or other payment, or deemed payment, to pay Lender an amount equivalent to any applicable withholding tax (and in no event shall Borrower be liable to Lender for any taxes, withholdings or similar charges applicable with respect to any amount payable to Lender pursuant to the last sentence of subsection (a) above Loan Documents). If, due solely to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails Lender’s failure to comply with the requirements provisions of this subsection. If any such Foreign Section 11.20(a), (b) or (c), as applicable to Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the Agent Borrower 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 Lender, such then Lender shall indemnify Borrower therefor, as the Agent thereforcase may be, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to Borrower or its members, as the Agent case may be, under this Section, and costs and expenses (including all reasonable attorney’s fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counselexpenses) of Borrower, as the Agentcase may be. Lender shall be responsible to Borrower pursuant to this Section with respect to any payments made by Lender to its participants. The obligation of the Lenders Lender under this Section shall survive the termination assignment of rights by, or the Commitmentsreplacement of, repayment Lender, and the repayment, satisfaction or discharge of all Obligations and the resignation or replacement of the Agentunder any Loan Document.

Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such Foreign Lender shall deliver to the Borrowers Borrower and the Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued 28 pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Foreign Lender establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrowers Borrower or the Agent and (y) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrowers Borrower or the Agent. The Borrowers Borrower shall not be required to pay any amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Foreign Lender under any of the Loan Documents such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the 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 Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation or replacement of the Agent.