Common use of Tax Forms Clause in Contracts

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, deliver to the Administrative Agent and the Borrowers, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(c) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to any Borrower described in Section 881(c)(3)(C) of the Code) (each a “Tax Compliance Certificate”).

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to may lawfully do so, deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “Tax Compliance Certificate”)change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Borrower and to the Administrative Agent and the BorrowersAgent, at least three Business Days prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to to, or for the account of, such Foreign Lender by the Borrowers Borrower pursuant to this Agreementthe Loan Documents) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to to, or for the account of, such Foreign Lender by the Borrowers Borrower pursuant to this Agreementthe Loan Documents) or such other applicable evidence satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and to the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or and (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and to the Administrative Agent such additional duly completed and signed copies of one of such forms (each a “Tax Compliance Certificate”)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, or for the account of, such Foreign Lender by the Borrower pursuant to the Loan Documents, (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, 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.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender Holder that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign LenderHolder”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent and the BorrowersAgent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender Holder and entitling it to an exemption from, or reduction of, from withholding tax on all payments to be made to such Foreign Lender Holder by the Borrowers Company pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender Holder by the Borrowers Company pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (includingor, in the case of a Foreign Lender Holder claiming any exemption pursuant to from U.S. withholding tax under Section 871(h) or 881(c) of the CodeCode with respect to payments of “portfolio interest,” an IRS Form W-8BEN or any successor thereto (and, if such Foreign Holder delivers an IRS Form W-8, a certificate to the effect representing that such Foreign Lender Holder is not a “bank” within the meaning bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 10-percent shareholder” of the Borrowers shareholder (within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to any Borrower described in Section 881(c)(3)(C871(h)(3)(B) of the Code) of the Company and is not a controlled foreign corporation related to Company (within the meaning of Section 864(d)(4) of the Code)) claiming complete exemption from U.S. withholding tax. Thereafter and from time to time, each a “Tax Compliance Certificate”)such Foreign Holder 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 Company and the Administrative Agent of any available exemption from United States withholding taxes in respect of all payments to be made to such Foreign Holder by the Company pursuant to this Agreement, (B) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Holder, and as may be reasonably necessary to avoid any requirement of applicable Laws that the Company make any deduction or withholding for taxes from amounts payable to such Foreign Holder.

Tax Forms. (a) (ia)(i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to may lawfully do so, deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Restatement Effective Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or W-8BEN, IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “Tax Compliance Certificate”)change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i1) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”, which, for the avoidance of doubt, shall include reference to the Administrative Agent if it is not a “United States person”) shall, to the extent it is legally able to may lawfully do so, deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Bridge Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Bridge Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Bridge Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “Tax Compliance Certificate”)change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Company and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Fourth Amendment Effective Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Company and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Company and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any Borrower described in the Company with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Company and the Administrative Agent such additional duly 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 Company 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 Company or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Company and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Company or the Administrative Agent, and (B) promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “"United States person” " within the meaning of Section 7701(a)(30) of the Code (each, a “"Foreign Lender”") shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “"bank” within the meaning of " as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Non-U.S. Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent and the BorrowersAgent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of (A) either (I) IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Non-U.S. Lender and entitling it to an exemption from, or reduction of, such withholding tax (including any exemption pursuant to Section 881(c) of the Code) on all payments to be made to such Foreign Lender Person by the Borrowers US Borrower pursuant to this AgreementAgreement or (II) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-U.S. Lender by the Borrowers US Borrower pursuant to this Agreement) Agreement or such other applicable evidence reasonably satisfactory to the Borrowers and the Administrative Agent that such Foreign Non-U.S. Lender is entitled to an exemption from, or reduction of, U.S. withholding tax and (including, B) in the case of a Foreign any Lender claiming any an exemption pursuant to from, or reduction of, withholding tax under Section 871(h) or 881(c) of the CodeCode with respect to payments of “portfolio interest”, such Non-U.S. Lender shall also provide a certificate of such Non-U.S. Lender to the effect that such Foreign Lender it is not (I) a “bank” within the meaning for purposes of Section 881(c)(3)(A) of the Code, (II) a “10 percent shareholder” of the Borrowers 10% shareholder (within the meaning of Section 881(c)(3)(B) of the Code, ) of the US Borrower or any of its Subsidiaries or (3) a “controlled foreign corporation” corporation related to the US Borrower or any Borrower described in of its Subsidiaries (within the meaning of Section 881(c)(3)(C) of the Code). Thereafter and from time to time, each such Non-U.S. Lender shall (A) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (each 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 reasonably satisfactory to the Borrowers 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 Non-U.S. Lender by the US Borrower pursuant to this 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 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 US Borrower make any deduction or withholding for taxes from amounts payable to such Person. Notwithstanding any other provision of this Section 10.15, a “Tax Compliance Certificate”)Non-U.S. Lender shall not be required to deliver any form or information pursuant to this Section 10.15 that such Non-U.S. Lender is not legally able to deliver.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent and the BorrowersPayment Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrowers 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 Borrowers Borrower pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers Borrower and the Administrative Payment Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or and (iii) a “controlled foreign corporation” corporation related to any the Borrower described in within the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Payment Agent such additional duly completed and signed copies of one of such forms (each a “Tax Compliance Certificate”)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 Payment Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement, (B) promptly notify the Payment Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two (2) duly signed completed signed, properly completed, original copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence satisfactory (y) two (2) duly signed, properly completed, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax not (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(ci) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)) as may then be available under then current United States laws and regulations to avoid or reduce, United States withholding taxes in respect of payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Company and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Company and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Company and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any Borrower described in the Company with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time at the request of the Company in writing, each such Foreign Lender shall (A) promptly submit to the Company and the Administrative Agent such additional duly 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 Company 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 Company or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Company and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Company or the Administrative Agent, and (B) promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Company and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Company and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Company and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any Borrower described in the Company with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Company and the Administrative Agent such additional duly 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 143 available under then current United States Laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Company 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 Company or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Company and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Company or the Administrative Agent, and (B) promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed completed signed, properly completed, original copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence satisfactory (y) two duly signed, properly completed, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax not (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(ci) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)) as may then be available under then current United States laws and regulations to avoid or reduce, United States withholding taxes in respect of payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender To the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to a any Loan or Commitment extended made to a US Borrowerthe Borrowers, if such 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 Borrowers (each, a “Foreign Non-US Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Parent Borrower and the BorrowersAdministrative Agent, on or prior to receipt the date which is ten (10) Business Days after the Original Closing Date (in the case of any payment subject Lenders party to withholding under the Code (or Original Credit Agreement on the Original Closing Date and otherwise for other Lenders, upon accepting an assignment of an interest hereinherein or in the Original Credit Agreement), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E , W-8EXP or any successor thereto (relating to such Foreign Non-US Lender and entitling it to an exemption from, or reduction of, United States federal withholding tax on specified payments to be made to such Foreign Non-US Lender by the Borrowers pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-US Lender by the Borrowers pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Parent Borrower and the Administrative Agent that such Foreign Non-US Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, in the case of a Foreign Lender claiming 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 substantially in the form of Exhibits X-0, X-0, X-0 and S-4 (the “US Tax Certificate”) to the effect Original Credit Agreement that establishes in writing to the Parent Borrower and the Administrative Agent that such Foreign Non-US Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” related to any Borrower corporation described in Section 881(c)(3)(C) of the CodeCode and (iv) receiving any payment under any Loan Document that is effectively connected with a U.S. trade or business. Thereafter and from time to time, to the extent it is then qualified for any exemption from or reduction in United States federal withholding tax, each such Non-US Lender shall (A) promptly submit to the Parent 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 Parent Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of payments to be made to such Non-US Lender by the Borrowers pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrowers and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Parent Borrower or the Administrative Agent, and (B) promptly notify the Parent Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any previously claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Company and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Company and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Company and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any Borrower described in the Company with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Company and the Administrative Agent such additional duly 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 Company 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 Company or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Company and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Company or the Administrative Agent, and (B) promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to may lawfully do so, deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “Tax Compliance Certificate”)change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able entitled to do so, deliver to the Administrative Agent Lead Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN, W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Lead Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Lead Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrowers within the meaning of Section 881(c)(3)(B864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it is legally entitled to do so, (A) promptly submit to the Lead Borrower and the Administrative Agent such additional duly completed and signed 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 reduce any United States federal withholding tax, or such evidence as is reasonably satisfactory to the Lead Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrowers or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “controlled foreign corporation” related change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrowers and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Lead Borrower or the Administrative Agent, and (B) promptly notify the Lead Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Lead Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Lead Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit any Borrower described in Section 881(c)(3)(C) of or the Code) (each a “Tax Compliance Certificate”)Administrative Agent to determine the withholding or deduction required to be made.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such 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 US Borrower (each, a “Foreign Non-US Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent US Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign 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 Foreign Non-US Lender by the Borrowers US Borrower pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-US Lender by the Borrowers US Borrower pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers US Borrower and the Administrative Agent that such Foreign Non-US Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming 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 effect US Borrower and the Administrative Agent that such Foreign Non-US Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the US Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Non-US Lender shall (A) promptly submit to the US Borrower and the Administrative Agent such additional duly and properly completed and signed copies of one or more of such forms or certificates (or Credit Agreement 148 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 US 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 Non-US Lender by the US Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the US Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the US Borrower or the Administrative Agent, and (B) promptly notify the US Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender To the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to a any Loan or Commitment extended made to a US any Borrower, if such 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 Borrowers (each, a “Foreign Non-US Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Company and the BorrowersAdministrative Agent, on or prior to receipt the date which is ten (10) Business Days after the Closing Date (in the case of any payment subject Lenders party to withholding under this Agreement on the Code (or Closing Date and otherwise for other Lenders, upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E , W-8EXP or any successor thereto (relating to such Foreign Non-US Lender and entitling it to an exemption from, or reduction of, United States federal withholding tax on specified payments to be made to such Foreign Non-US Lender by the Borrowers applicable Borrower pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-US Lender by the Borrowers applicable Borrower pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Company and the Administrative Agent that such Foreign Non-US Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, in the case of a Foreign Lender claiming 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 substantially in the form of Exhibits X-0, X-0, X-0 and G-4 (the “US Tax Certificate”) that establishes in writing to the effect Company and the Administrative Agent that such Foreign Non-US Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” related to any Borrower corporation described in Section 881(c)(3)(C) of the CodeCode and (iv) receiving any payment under any Loan Document that is effectively connected with a U.S. trade or business. Thereafter and from time to time, to the extent it is then qualified for any exemption from or reduction in United States federal withholding tax, each such Non-US Lender shall (A) promptly submit to the Company 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 Company and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of payments to be made to such Non-US Lender by the applicable Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Company and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Company or the Administrative Agent, and (B) promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any previously claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Company and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan 140 Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Company and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Company and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any Borrower described in the Company with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time at the request of the Company in writing, each such Foreign Lender shall (A) promptly submit to the Company and the Administrative Agent such additional duly 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 Company 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 Company or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Company and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Company or the Administrative Agent, and (B) promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender that is not a “"United States person” " within the meaning of Section 7701(a)(30) of the Code (a “"Foreign Lender”") shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent and the BorrowersAgent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrowers 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 Borrowers Borrower pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Administrative Agent that such Foreign Lender is not (i) a “"bank” within the meaning of " as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the Alderwoods Credit Agreement 108 meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or and (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) 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 (each a “Tax Compliance Certificate”)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 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.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender that is not a “"United States person” " within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”"NON-U.S. LENDER") shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent and the BorrowersAgent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of (A) either (I) IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Non-U.S. Lender and entitling it to an exemption from, or reduction of, withholding tax (including any exemption pursuant to Section 881(c) of the Code) on all payments to be made to such Foreign Lender Person by the Borrowers Borrower pursuant to this Agreement) or (II) IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-U.S. Lender by the Borrowers Borrower pursuant to this Agreement) Agreement or such other applicable evidence satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Non-U.S. Lender is entitled to an exemption from, or reduction of, U.S. withholding tax and (including, B) in the case of a Foreign any Lender claiming any an exemption pursuant from, or reduction of, withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", such Non-U.S. Lender shall also provide a certificate of such Non-U.S. Lender is not (I) a "bank" for purposes of Section 881(c881(c)(3)(B) of the Code, (II) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers 10% shareholder (within the meaning of Section 881(c)(3)(B) of the Code, ) of the Borrower or any Subsidiary or (3) a “controlled foreign corporation” corporation related to the Borrower or any Borrower described in Subsidiary (within the meaning of Section 881(c)(3)(C) of the Code). Thereafter and from time to time, each such Non-U.S. Lender shall (A) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (each a “Tax Compliance Certificate”)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 Non-U.S. Lender by the Borrower pursuant to this 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 Person.

Tax Forms. (a) (i) Each Lender Concurrent with respect to a Loan the execution of any Note or Commitment extended to a US BorrowerAssignment and Assumption, if such Lender as applicable, each Bank that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign LenderBank”) shall, to in accordance with the extent it is legally able to do soapplicable U.S. Treasury Regulations, deliver to each of the Borrower and the Administrative Agent and the BorrowersAgent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two a duly signed completed copies copy of either IRS Form W-8BEN or (A) IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender Bank and entitling it indicating whether such Foreign Bank is entitled to an exemption from, or reduction of, withholding tax on any or all payments to be made to such Foreign Lender Bank by the Borrowers Borrower pursuant to this Agreement), (B) or IRS Form W-8ECI or any successor thereto (relating to any or all payments to be made to such Foreign Lender Bank by the Borrowers Borrower pursuant to this Agreement) or such other applicable evidence satisfactory to certify to the Borrowers Borrower and the Administrative Agent that such Foreign Lender Bank is entitled to an exemption from, or reduction of, U.S. withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, or (C) in the case of a Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (1) a certificate to the effect that such Foreign Lender Bank is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Borrowers Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (z) a “controlled foreign corporation” related to any Borrower described in Section 881(c)(3)(C) of the Code, and (2) IRS Form W-8BEN-E or any successor thereto,. Thereafter and from time to time, each such Foreign Bank shall (x) promptly submit to each a “Tax Compliance Certificate”)of the Borrower and the Administrative Agent, respectively, such additional duly completed and signed copies of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may be reasonably requested by the Borrower or the Administrative Agent or as may then be available or required under then current United States laws and regulations to entitle it to an exemption from or reduction of, United States withholding taxes in respect of any or all payments to be made to such Foreign Bank by the Borrower pursuant to this Agreement, (y) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (z) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Bank, and as may be reasonably necessary (including the re-designation of its Applicable Lending Office) to avoid any requirement of applicable laws, rules, regulations or orders that the Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Bank.

Tax Forms. (a) (i) Each Lender Concurrent with respect to a Loan the execution of any Note or Commitment extended to a US BorrowerAssignment and Assumption, if such Lender as applicable, each Bank that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign LenderBank”) shall, to in accordance with the extent it is legally able to do soapplicable U.S. Treasury Regulations, deliver to each of the Borrower and the Administrative Agent and the BorrowersAgent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two a duly signed completed copies copy of either (A) IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender Bank and entitling it indicating whether such Foreign Bank is entitled to an exemption from, or reduction of, withholding tax on any or all payments to be made to such Foreign Lender Bank by the Borrowers Borrower pursuant to this Agreement), (B) or IRS Form W-8ECI or any successor thereto (relating to any or all payments to be made to such Foreign Lender Bank by the Borrowers Borrower pursuant to this Agreement) or such other applicable evidence satisfactory to certify to the Borrowers Borrower and the Administrative Agent that such Foreign Lender Bank is entitled to an exemption from, or reduction of, U.S. withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, or (C) in the case of a Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (1) a certificate to the effect that such Foreign Lender Bank is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Borrowers Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (z) a “controlled foreign corporation” related to any Borrower described in Section 881(c)(3)(C) of the Code, and (2) IRS Form W-8BEN or any successor thereto,. Thereafter and from time to time, each such Foreign Bank shall (x) promptly submit to each a “Tax Compliance Certificate”)of the Borrower and the Administrative Agent, respectively, such additional duly completed and signed copies of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may be reasonably requested by the Borrower or the Administrative Agent or as may then be available or required under then current United States laws and regulations to entitle it to an exemption from or reduction of, United States withholding taxes in respect of any or all payments to be made to such Foreign Bank by the Borrower pursuant to this Agreement, (y) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (z) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Bank, and as may be reasonably necessary (including the re-designation of its Applicable Lending Office) to avoid any requirement of applicable laws, rules, regulations or orders that the Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Bank.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, deliver to the Administrative Agent and the Borrowers, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling 153 it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(c) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to any Borrower described in Section 881(c)(3)(C) of the Code) (each a “Tax Compliance Certificate”).

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment hereunder subject to withholding under the Code (or upon accepting an assignment of an interest herein), (x) two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence satisfactory (y) two duly signed, properly completed copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax not (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(ci) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or and (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall promptly submit to the 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 United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)) as may then be 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 Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (each 1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to may lawfully do so, deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt the date which is ten (10) Business Days after the Second Amendment and Restatement Effective Date (or, in the case of any payment subject to withholding under Lender becoming a Lender hereunder after the Code (or Second Amendment and Restatement Effective Date, upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “Tax Compliance Certificate”)change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to may lawfully do so, deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt the date which is ten (10) Business Days after the Second Amendment and Restatement Effective Date (or, in the case of any payment subject to withholding under Lender becoming a Lender hereunder after the Code (or Second Amendment and Restatement Effective Date, upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “Tax Compliance Certificate”)change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative 184 Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “"United States person” " within the meaning of Section 7701(a)(30) of the Code (each, a “"Foreign Lender”") shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “"bank” within the meaning of " as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or and (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States "U.S. person” " within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”"FOREIGN LENDER") shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (x) a “"bank” within the meaning of " as described in Section 881(c)(3)(A) of the Code, (y) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (z) a “controlled foreign corporation” corporation related to any the Borrower described in within the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 U.S. taxing authorities) as may then be available under then current U.S. 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 Foreign Lender by the Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Company and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Company and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Company and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any Borrower described in the Company with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Company and the Administrative Agent such additional duly 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 Company 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 Company or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Company and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Company or the Administrative Agent, and (B) promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the RestatementFourth Amendment Effective Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C881(c)(3) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete (including, without limitation, by operation of law), (2) after the occurrence of any event requiring a “Tax Compliance Certificate”change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. In the event that a payment will be made to a Lender or Agent under the Canadian Guarantee, such Lender or Agent agrees to use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender or Agent), if requested by a Loan Party, to deliver such other information prescribed by applicable laws or reasonably requested by the Loan Party as will enable such Loan Party to determine whether such Lender or Agent is subject to Canadian withholding tax, is entitled to an exemption from Canadian withholding tax or is eligible for a reduced rate of Canadian withholding tax; provided, however, that nothing in this Section 10.15(a) shall require a Lender or Agent to disclose any confidential information (including, without limitation, its tax returns or its calculations).

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, deliver to the Administrative Agent and the Borrowers, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(c) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to any Borrower described in Section 881(c)(3)(C) of the Code) Code (each a “Tax Compliance Certificate”).

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Company and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to 151 such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Company and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Company and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any Borrower described in the Company with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Company and the Administrative Agent such additional duly 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 Company 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 Company or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Company and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Company or the Administrative Agent, and (B) promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) %6. Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to may lawfully do so, deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code Fourth A&R Refinancing Effective Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” related to any Borrower corporation described in Section 881(c)(3)(C) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “Tax Compliance Certificate”).change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. 173 US-DOCS\79529473.13

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, deliver to the Administrative Agent and the Borrowers, 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 Administrative Agent or the Borrower) and prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of (i) either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) Agreement pursuant to the "interest", "business profits" or "other income" of such income tax treaty referenced in the IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable), (ii) IRS Form W-8ECI or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or (iii) such other documentation and evidence prescribed under applicable evidence law and satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(c) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to any Borrower described in Section 881(c)(3)(C) of the Code). In the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code or to the extent a Foreign Lender is not the beneficial owner, such Foreign Lender shall provide to the Company and the Administrative Agent the applicable certificate substantially in the form of Exhibit I (each a “Tax Compliance Certificate”).

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to may lawfully do so, deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code) (each a “Tax Compliance Certificate”).

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent and the BorrowersPayment Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrowers 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 Borrowers Borrower pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers Borrower and the Administrative Payment Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or and (iii) a “controlled foreign corporation” corporation related to any the Borrower described in within the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Payment Agent such additional duly completed and signed copies of one of such forms (each a “Tax Compliance Certificate”)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 Payment Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement and (B) promptly notify the Payment Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each 3. %4.Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the First Restatement Effective Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor forms thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender that is not a “"United States person” " within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”"FOREIGN LENDER") shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent and the BorrowersAgent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment Code, in the case of an interest herein)initial Lender, or on the date it becomes a Lender pursuant to an Assignment and Acceptance, in the case of all other Lenders, two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrowers 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 Borrowers Borrower pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers Borrower and the Administrative Agent Agents that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Administrative Agent that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to any Borrower described in Section 881(c)(3)(C) of the Code) (each a “Tax Compliance Certificate”)."

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (x) two duly signed completed signed, properly completed, original copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence satisfactory (y) two duly signed, properly completed, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax not (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(ci) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or and (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. On the Effective Date and from time to time thereafter, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)) as may then be available under then current United States laws and regulations to avoid or reduce, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or other evidence 176 previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to 141 such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two (2) duly signed completed signed, properly completed, original copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence satisfactory (y) two (2) duly signed, properly completed, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax not (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(ci) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)) as may then be available under then current United States laws and regulations to avoid or reduce, United States withholding taxes in respect of payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”).change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. ​

Tax Forms. (a) (i) Each Lender To the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to a any Loan or Commitment extended made to a US Borrower, if such 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 US Borrower (each, a “Foreign Non-US Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent US Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E , W-8EXP or any successor thereto (relating to such Foreign Non-US Lender and entitling it to an exemption from, or reduction of, United States federal withholding tax on specified payments to be made to such Foreign Non-US Lender by the Borrowers US Borrower pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-US Lender by the Borrowers US Borrower pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers US Borrower and the Administrative Agent that such Foreign Non-US Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, in the case of a Foreign Lender claiming 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 substantially in the form of Exhibits S-0, X-0, X-0 and S-4 (the “US Tax Certificate”) that establishes in writing to the effect US Borrower and the Administrative Agent that such Foreign Non-US Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the US Borrower described in within the meaning of Section 881(c)(3)(C864(d) of the CodeCode and (iv) receiving any payment under any Loan Document that is effectively connected with a U.S. trade or business. Thereafter and from time to time, to the extent it is then qualified for any exemption from or reduction in United States federal withholding tax, each such Non-US Lender shall (A) promptly submit to the US 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 US Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of payments to be made to such Non-US Lender by the US Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the US Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the US Borrower or the Administrative Agent, and (B) promptly notify the US Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any previously claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able entitled to do so, deliver to the Administrative Agent Lead Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN, W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all 229 payments to be made to such Foreign Lender by the Borrowers or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Lead Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Lead Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrowers within the meaning of Section 881(c)(3)(B864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it is legally entitled to do so, (A) promptly submit to the Lead Borrower and the Administrative Agent such additional duly completed and signed 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 reduce any United States federal withholding tax, or such evidence as is reasonably satisfactory to the Lead Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrowers or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “controlled foreign corporation” related change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrowers and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Lead Borrower or the Administrative Agent, and (B) promptly notify the Lead Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Lead Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Lead Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit any Borrower described in Section 881(c)(3)(C) of or the Code) (each a “Tax Compliance Certificate”)Administrative Agent to determine the withholding or deduction required to be made.

Tax Forms. (a) Except in connection with a CAM Exchange (in which case each Foreign Lender shall comply with Section 10.15(a)(i) to the extent practicable) (i) Each each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “"United States person” " within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”"FOREIGN LENDER") shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent U.S. Borrower and the BorrowersU.S. Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers U.S. Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers U.S. Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers U.S. Borrower and the U.S. Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect U.S. Borrower and the U.S. Administrative Agent that such Foreign Lender is not (i) a “"bank” within the meaning of " as described in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or and (iii) a “controlled foreign corporation” corporation related to any the U.S. Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the U.S. Borrower and the U.S. Administrative Agent such additional duly 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 U.S. Borrower and the U.S. 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 U.S. Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the U.S. Borrower and the U.S. Administrative Agent and (3) from time to time thereafter if reasonably requested by the U.S. Borrower or the U.S. Administrative Agent, and (B) promptly notify the U.S. Borrower and the U.S. Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. In the event that a payment will be made to a Lender or Agent under the Canadian Guarantee, such Lender or Agent agrees to use reasonable 143 efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender or Agent), if requested by a Loan Party, to deliver such other information prescribed by applicable laws or reasonably requested by the Loan Party as will enable such Loan Party to determine whether such Lender or Agent is subject to Canadian withholding tax, is entitled to an exemption from Canadian withholding tax or is eligible for a reduced rate of Canadian withholding tax; provided, however, that nothing in this Section 10.15(a) shall require a Lender or Agent to disclose any confidential information (including, without limitation, its tax returns or its calculations).

Tax Forms. (a) (ia)(i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and each Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able entitled to do soso and if not previously delivered, deliver to the Administrative Agent Borrower and the Borrowers117 Administrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates) 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Foreign Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of the first payment to be made under this Agreement or any payment subject to withholding under the Code other Loan Document (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to or for the account of such Foreign Lender by the Borrowers Borrower pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to or for the account of such Foreign Lender by the Borrowers Borrower pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” shareholder of the Borrowers Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” related to any the Borrower described in within the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) prior to the expiration of any previously delivered form, within 30 days of any change in circumstances that makes the information on any previously delivered form incorrect or promptly upon written request of the Borrower, submit to the Borrower and the Administrative Agent such new or additional duly completed and signed copies of one of such forms (each a “Tax Compliance Certificate”)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 or for the account of such Foreign Lender by the Borrower pursuant to this Agreement or any other Loan Document, (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be 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 or for the account of such Foreign Lender.

Tax Forms. (a) (ia)(i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and each Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able entitled to do soso and if not previously delivered, deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates) 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative 140 Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed completed signed, properly completed, original copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to 160 such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence satisfactory (y) two duly signed, properly completed, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax not (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(ci) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)) as may then be available under then current United States laws and regulations to avoid or reduce, United States withholding taxes in respect of payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Restatement Effective Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871881(hc)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864881(dc)(3) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete (including, without limitation, by operation of law), (2) after the occurrence of any event requiring a “Tax Compliance Certificate”change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. In the event that a payment will be made to a Lender or Agent under the Canadian Guarantee, such Lender or Agent agrees to use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender or Agent), if requested by a Loan Party, to deliver such other information prescribed by applicable laws or reasonably requested by the Loan Party as will enable such Loan Party to determine whether such Lender or Agent is subject to Canadian withholding tax, is entitled to an exemption from Canadian withholding tax or is eligible for a reduced rate of Canadian withholding tax; provided, however, that nothing in this Section 10.15(a) shall require a Lender or Agent to disclose any confidential information (including, without limitation, its tax returns or its calculations).

Tax Forms. (a) (i) Each Lender To the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to a any Loan or Commitment extended made to a US Borrower, if such 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 US Borrower (each, a “Foreign Non-US Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent US Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed completed signed, properly com- pleted copies of either IRS Form W-8BEN or IRS Form W-8BEN-E , W-8EXP or any successor thereto (relating to such Foreign Non-US Lender and entitling it to an exemption from, or reduction of, United States federal withholding tax on specified payments to be made to such Foreign Non-US Lender by the Borrowers US Borrower pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-US Lender by the Borrowers US Borrower pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers US Borrower and the Administrative Agent that such Foreign Non-US Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, in the case of a Foreign Lender claiming 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 substantially in the form of Exhibits S-0, X-0, X-0 and S-4 (the “US Tax Certificate”) that establishes in writing to the effect US Borrower and the Administrative Agent that such Foreign Non-US Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the US Borrower described in within the meaning of Section 881(c)(3)(C864(d) of the CodeCode and (iv) receiving any payment under any Loan Document that is effectively connected with a U.S. trade or business. Thereafter and from time to time, to the extent it is then qualified for any exemption from or reduction in United States federal withholding tax, each such Non-US Lender shall (Aa) promptly submit to the US 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 US Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of payments to be made to such Non-US Lender by the US Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1i) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2ii) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the US Borrower and the Administrative Agent and (3iii) from time to time thereafter if reasonably requested by the US Borrower or the Administrative Agent, and (Bb) promptly notify the US Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any previously claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “"United States person” " within the meaning of Section 7701(a)(30) of the Code (each, a “"Foreign Lender”") shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “"bank” within the meaning of " as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or and (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter 91 and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers 141 Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or and (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) 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 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 Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), (w) the forms described in Section 10.15(a)(ii), (x) two duly signed completed signed, properly completed, original copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence satisfactory (y) two duly signed, properly completed, original copies of IRS Form W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax not (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(ci) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed original copies of one or more of such forms and/or certificates (or 163 such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities or such other evidence as is satisfactory to the Borrower and the Administrative Agent (in either case, in its sole discretion)) as may then be available under then current United States laws and regulations to avoid or reduce, United States withholding taxes in respect of payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or other evidence previously delivered by it to the Borrower and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, deliver to the Administrative Agent and the Borrowers, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other 160 applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(c) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to any Borrower described in Section 881(c)(3)(C) of the Code) (each a “Tax Compliance Certificate”).

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such 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 US Borrower (each, a “Foreign Non-US Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent US Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign 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 Foreign Non-US Lender by the Borrowers US Borrower pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-US Lender by the Borrowers US Borrower pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers US Borrower and the Administrative Agent that such Foreign Non-US Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming 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 effect US Borrower and the Administrative Agent that such Foreign Non-US Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the US Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Non-US Lender shall (A) promptly submit to the US 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 US 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 Non-US Lender by the US Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the US Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the US Borrower or the Administrative Agent, and (B) promptly notify the US Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to may lawfully do so, deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “Tax Compliance Certificate”).change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. Table of Contents

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such 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 Borrowers (each, a “Foreign Non-US Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrowers and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Amendment Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Non-US Lender and entitling it to an exemption from, or reduction of, Xxxxxx Xxxxxx withholding tax on all payments to be made to such Foreign Non-US Lender by the Borrowers pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-US Lender by the Borrowers pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers and the Administrative Agent that such Foreign Non-US Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming 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 effect Borrowers and the Administrative Agent that such Foreign Non-US Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any Borrower described in the Borrowers with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Non-US Lender shall (A) promptly submit to the Borrowers 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 Borrowers 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 Non-US Lender by the Borrowers pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrowers and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrowers or the Administrative Agent, and (B) promptly notify the Borrowers and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect represents and warrants that on the date hereof such Lender is either incorporated or formed under the laws of the United States or a state thereof or is entitled to submit a form identified in this Section 10.15(a), which would entitle such Lender to a Loan or Commitment extended to a US Borrower, if such complete exemption from U.S. federal withholding tax on payments by each Borrower under this Agreement. Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent and the BorrowersAgent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrowers 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 Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers Xxxxxxx-Xxxxxx International and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (tax, including, in the case of a Foreign Lender claiming any an exemption pursuant to Section 881(c) of the Code, a Form W-8BEN-E (or any successor thereto) and a certificate to the effect representing that such Foreign Lender is not a “bank” within the meaning bank for purposes of Section 881(c)(3)(A881(c) of the CodeCode and fully eligible for the portfolio interest exception, in either case properly completed and duly executed by such Foreign Lender claiming complete exemption from U.S. federal withholding tax on payments by each Borrower under this Agreement; provided, however, that in the event that a “10 percent shareholder” Foreign Lender is not a corporation for U.S. federal income tax purposes, such Foreign Lender agrees to take any actions necessary, and to deliver all additional (or alternative) Internal Revenue Service forms necessary to fully establish such Foreign Lender’s entitlement to a complete exemption from withholding of U.S. taxes on all amounts to be received by such Foreign Lender pursuant to this Agreement (including causing its partners, members, beneficiaries or owners, and their beneficial owners, to take any actions and deliver any forms necessary to establish such exemption). 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 Xxxxxxx-Xxxxxx International 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 Borrowers within pursuant to this Agreement, (B) promptly notify the meaning Administrative Agent of Section 881(c)(3)(Bany 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 Code, or a “controlled foreign corporation” related redesignation of its Lending Office) to avoid any requirement of applicable Law that any Borrower described in Section 881(c)(3)(C) of the Code) (each a “Tax Compliance Certificate”)make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such 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 Borrowers (each, a 122 “Foreign Non-US Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrowers and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign 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 Foreign Non-US Lender by the Borrowers pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-US Lender by the Borrowers pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers and the Administrative Agent that such Foreign Non-US Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming 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 effect Borrowers and the Administrative Agent that such Foreign Non-US Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any Borrower described in the Borrowers with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Non-US Lender shall (A) promptly submit to the Borrowers 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 Borrowers 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 Non-US Lender by the Borrowers pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrowers and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrowers or the Administrative Agent, and (B) promptly notify the Borrowers and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to may lawfully do so, deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Second Amendment and Restatement Effective Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “Tax Compliance Certificate”)change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or and (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (ia)(i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able entitled to do so, deliver to the Administrative Agent Lead Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN, W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Lead Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Lead Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrowers within the meaning of Section 881(c)(3)(B864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it is legally entitled to do so, (A) promptly submit to the Lead Borrower and the Administrative Agent such additional duly completed and signed 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 reduce any United States federal withholding tax, or such evidence as is reasonably satisfactory to the Lead Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrowers or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “controlled foreign corporation” related change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrowers and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Lead Borrower or the Administrative Agent, and (B) promptly notify the Lead Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Lead Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Lead Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit any Borrower described in Section 881(c)(3)(C) of or the Code) (each a “Tax Compliance Certificate”)Administrative Agent to determine the withholding or deduction required to be made.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any Subsidiary pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any Subsidiary pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (A) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (B) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (C) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (Y) promptly submit to the Borrower and the Administrative Agent such additional duly 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 Foreign Lender by the Borrower or any Subsidiary pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (Z) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to may lawfully do so, deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction ofxxxxxxxxx xx, Xxxxxx Xxxxxx withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “Tax Compliance Certificate”)change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) (1) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States U.S. person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (x) a “bank” within the meaning of as described in Section 881(c)(3)(A) of the Code, (y) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (z) a “controlled foreign corporation” corporation related to any the Borrower described in within the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 U.S. taxing authorities) as may then be available under then current U.S. 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 Foreign Lender by the Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender To the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to a any Loan or Commitment extended made to a US Borrower, if such 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 US Borrower (each, a “Foreign Non-US Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent US Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E , W-8EXP or any successor thereto (relating to such Foreign Non-US Lender and entitling it to an exemption from, or reduction of, United States federal withholding tax on specified payments to be made to such Foreign Non-US Lender by the Borrowers US Borrower pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-US Lender by the Borrowers US Borrower pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers US Borrower and the Administrative Agent that such Foreign Non-US Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, in the case of a Foreign Lender claiming 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 substantially in the form of Exhibits X-0, X-0, X-0 and S-4 (the “US Tax Certificate”) that establishes in writing to the effect US Borrower and the Administrative Agent that such Foreign Non-US Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the US Borrower described in within the meaning of Section 881(c)(3)(C864(d) of the CodeCode and (iv) receiving any payment under any Loan Document that is effectively connected with a U.S. trade or business. Thereafter and from time to time, to the extent it is then qualified for any exemption from or reduction in United States federal withholding tax, each such Non-US Lender shall (A) promptly submit to the US 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 US Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of payments to be made to such Non-US Lender by the US Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the US Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the US Borrower or the Administrative Agent, and (B) promptly notify the US Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any previously claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such 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 US Borrower (each, a “Foreign Non-US Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent US Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Effective Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign 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 Foreign Non-US Lender by the Borrowers US Borrower pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-US Lender by the Borrowers US Borrower pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers US Borrower and the Administrative Agent that such Foreign Non-US Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming 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 effect US Borrower and the Administrative Agent that such Foreign Non-US Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the US Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Senior Subordinated Term Loan Agreement Non-US Lender shall (A) promptly submit to the US 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 US 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 Non-US Lender by the US Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the US Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the US Borrower or the Administrative Agent, and (B) promptly notify the US Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent and the BorrowersPayment Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrowers 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 Borrowers Borrower pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers Borrower and the Administrative Payment Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or and (iii) a “controlled foreign corporation” corporation related to any the Borrower described in within the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Payment Agent such additional duly completed and signed copies of one of such forms (each a “Tax Compliance Certificate”)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 Payment Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement, (B) promptly notify the Payment Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender Holder that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign LenderHolder”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent and the BorrowersAgent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender Holder and entitling it to an exemption from, or reduction of, from withholding tax on all payments to be made to such Foreign Lender Holder by the Borrowers Company pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender Holder by the Borrowers Company pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (includingor, in the case of a Foreign Lender Holder claiming exemption from U.S. withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a Form W-8BEN or any exemption pursuant to Section successor thereto (and, if such Foreign Holder delivers a Form W-8, a certificate representing that such Foreign Holder is not a bank for purposes of section 881(c) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” 10-percent shareholder (within the meaning of Section 881(c)(3)(A871(h)(3)(B) of the Code, a “10 percent shareholder” ) of the Borrowers Company and is not a controlled foreign corporation related to Company (within the meaning of Section 881(c)(3)(B864(d)(4) of the Code)) claiming complete exemption from U.S. withholding tax. Thereafter and from time to time, each such Foreign Holder 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 a “controlled foreign corporation” related such evidence as is satisfactory to the Company and the Administrative Agent of any Borrower described available exemption from United States withholding taxes in Section 881(c)(3)(Crespect of all payments to be made to such Foreign Holder by the Company pursuant to this Agreement, (B) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption, and (C) take such steps as shall not be materially disadvantageous to it, in the Code) (each a “Tax Compliance Certificate”)reasonable judgment of such Holder, and as may be reasonably necessary to avoid any requirement of applicable Laws that the Company make any deduction or withholding for taxes from amounts payable to such Foreign Holder.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able entitled to do so, deliver to the Administrative Agent Lead Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten Business Days after the Fifth Restatement Effective Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN, W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Lead Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Lead Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrowers within the meaning of Section 881(c)(3)(B864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it is legally entitled to do so, (A) promptly submit to the Lead Borrower and the Administrative Agent such additional duly completed and signed 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 reduce any United States federal withholding tax, or such evidence as is reasonably satisfactory to the Lead Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrowers or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a “controlled foreign corporation” related change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrowers and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Lead Borrower or the Administrative Agent, and (B) promptly notify the Lead Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Lead Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Lead Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit any Borrower described in Section 881(c)(3)(C) of or the Code) (each a “Tax Compliance Certificate”)Administrative Agent to determine the withholding or deduction required to be made.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Second Restatement Effective Date (or upon accepting an assignment of an interest herein) (unless previously delivered to the Borrower and the Administrative Agent), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor forms thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “"United States person” " within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”"FOREIGN LENDER") shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Company and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan 161 Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Company and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Company and the Administrative Agent that such Foreign Lender is not (i) a “"bank” within the meaning of " as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any Borrower described in the Company with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Company and the Administrative Agent such additional duly 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 Company 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 Company or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Company and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Company or the Administrative Agent, and (B) promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (ia)(i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, in the case of a Foreign Lender claiming including any exemption pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or and (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Xxxxxxx Foods – A&R Credit Agreement 135 Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any the Borrower described in with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed 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 Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Non-U.S. Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent and the BorrowersAgent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of (A) either (I) IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Non-U.S. Lender and entitling it to an exemption from, or reduction of, withholding tax (including any exemption pursuant to Section 881(c) of the Code) on all payments to be made to such Foreign Lender Person by the Borrowers Borrower pursuant to this Agreement) or (II) IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-U.S. Lender by the Borrowers Borrower pursuant to this Agreement) Agreement or such other applicable evidence satisfactory to the Borrowers Borrower and the Administrative Agent that such Foreign Non-U.S. Lender is entitled to an exemption from, or reduction of, U.S. withholding tax and (including, B) in the case of a Foreign any Lender claiming any an exemption pursuant from, or reduction of, withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, such Non-U.S. Lender shall also provide a certificate of such Non-U.S. Lender is not (I) a “bank” for purposes of Section 881(c881(c)(3)(B) of the Code, (II) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers 10% shareholder (within the meaning of Section 881(c)(3)(B) of the Code, ) of the Borrower or any Subsidiary or (3) a “controlled foreign corporation” corporation related to the Borrower or any Borrower described in Subsidiary (within the meaning of Section 881(c)(3)(C) of the Code). Thereafter and from time to time, each such Non-U.S. Lender shall (A) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (each a “Tax Compliance Certificate”)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 Non-U.S. Lender by the Borrower pursuant to this 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 Person.

Tax Forms. (a) (i) Each Lender To the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to a any Loan or Commitment extended made to a US Borrowerthe Borrowers, if such 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 Borrowers (each, a “Foreign Non-US Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Parent Borrower and the BorrowersAdministrative Agent, on or prior to receipt the date which is ten (10) Business Days after the Closing Date (in the case of any payment subject Lenders party to withholding under the Code (or Agreement on the Closing Date, and otherwise for other Lenders, upon accepting an assignment of an interest hereinherein or in the Agreement), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E , W-8EXP or any successor thereto (relating to such Foreign Non-US Lender and entitling it to an exemption from, or reduction of, United States federal withholding tax on specified payments to be made to such Foreign Non-US Lender by the Borrowers pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Non-US Lender by the Borrowers pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Parent Borrower and the Administrative Agent that such Foreign Non-US Lender is entitled to an exemption from, or reduction of, U.S. United States federal withholding tax (includingTax, in the case of a Foreign Lender claiming 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 substantially in the form of Exhibits X-0, X-0, X-0 xxx X-0 (xxx “US Tax Certificate”) to this Agreement that establishes in writing to the effect Parent Borrower and the Administrative Agent that such Foreign Non-US Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers shareholder within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” related to any Borrower corporation described in Section 881(c)(3)(C) of the Code and (iv) receiving any payment under any Loan Document that is effectively connected with a U.S. trade or business. Thereafter and from time to time, to the extent it is then qualified for any exemption from or reduction in United States federal withholding tax, each such Non-US Lender shall (A) promptly submit to the Parent 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 Parent Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding Taxes in respect of payments to be made to such Non-US Lender by the Borrowers pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrowers and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Parent Borrower or the Administrative Agent, and (B) promptly notify the Parent Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any previously claimed exemption or reduction. If a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Parent Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Parent Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) (each a and such additional documentation reasonably requested by the Parent Borrower or the Administrative Agent as may be necessary for the Borrowers 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 the immediately preceding sentence, “Tax Compliance Certificate”)FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able entitled to do so, deliver to the Administrative Agent Borrowers and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code Closing Date (or upon accepting an assignment on or prior to the date it becomes a party to this Agreement, including, for the avoidance of doubt, by means of an interest hereinassignment), (x) two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document), (y) two duly signed, properly completed copies of IRS Form W-8BEN-E or such other applicable evidence satisfactory W-8BEN or any successor thereto and a certificate that establishes in writing to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax not (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(ci) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 10- percent shareholder” of the Borrowers shareholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” Controlled Foreign Corporation related to any Borrower described in the Borrowers with the meaning of Section 881(c)(3)(C864(d) of the Code) Code (each a “U.S. Tax Compliance Certificate”), or (z) two duly signed, properly completed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, IRS Form W-8BEN, a U.S. Tax Compliance Certificate, 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 on behalf of each such direct and indirect partner. Thereafter and from time to time, each such Foreign Lender shall, to the extent it is legally entitled to do so, (A) promptly submit to the Borrowers 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 United States taxing authorities or such other evidence as is satisfactory to the Borrowers and the Administrative Agent (in either case, in its sole discretion)) as may then be available under then current United States laws and regulations to avoid or reduce, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrowers or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or other evidence previously delivered by it to the Borrowers and the Administrative Agent (including, for the avoidance of doubt, due to a designation of a new Lending Office) and (3) from time to time thereafter if reasonably requested by the Borrowers or the Administrative Agent, and (B) promptly notify the Borrowers and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect represents and warrants that on the date hereof such Lender is either incorporated or formed under the laws of the United States or a state thereof or is entitled to submit a form identified in this Section 10.15(a), which would entitle such Lender to a Loan or Commitment extended to a US Borrower, if such complete exemption from U.S. federal withholding tax on payments by each Borrower under this Agreement. Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent and the BorrowersAgent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrowers 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 Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers Xxxxxxx-Xxxxxx International and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (tax, including, in the case of a Foreign Lender claiming any an exemption pursuant to Section 881(c) of the Code, an IRS Form W-8BEN-E (or any successor thereto) and a certificate to the effect representing that such Foreign Lender is not a “bank” within the meaning bank for purposes of Section 881(c)(3)(A881(c) of the CodeCode and fully eligible for the portfolio interest exception, in either case properly completed and duly executed by such Foreign Lender claiming complete exemption from U.S. federal withholding tax on payments by each Borrower under this Agreement; provided, however, that in the event that a “10 percent shareholder” Foreign Lender is not a corporation for U.S. federal income tax purposes, such Foreign Lender agrees to take any actions necessary, and to deliver all additional (or alternative) Internal Revenue Service forms necessary to fully establish such Foreign Lender’s entitlement to a complete exemption from withholding of U.S. taxes on all amounts to be received by such Foreign Lender pursuant to this Agreement (including causing its partners, members, beneficiaries or owners, and their beneficial owners, to take any actions and deliver any forms necessary to establish such exemption). 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 Xxxxxxx-Xxxxxx International 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 Borrowers within pursuant to this Agreement, (B) promptly notify the meaning Administrative Agent of Section 881(c)(3)(Bany 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 Code, or a “controlled foreign corporation” related redesignation of its Lending Office) to avoid any requirement of applicable Law that any Borrower described in Section 881(c)(3)(C) of the Code) (each a “Tax Compliance Certificate”)make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able to do so, shall deliver to the Administrative Agent Company and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten Business Days after the Sixth Amendment Effective Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Company or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or such other applicable evidence reasonably satisfactory to the Borrowers Company and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. United States withholding tax (includingtax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming any such an exemption pursuant to under Section 881(c) of the Code, a certificate that establishes in writing to the effect Company and the Administrative Agent that such Foreign Lender is not (i) a “bank” within the meaning of as defined in Section 881(c)(3)(A) of the Code, (ii) a “10 10-percent shareholder” of the Borrowers stockholder within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” corporation related to any Borrower described in the Company with the meaning of Section 881(c)(3)(C864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Company and the Administrative Agent such additional duly 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 Company 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 Company or other Loan Party pursuant to this Agreement, or any other 173 Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “Tax Compliance Certificate”)change in the most recent form, certificate or evidence previously delivered by it to the Company and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Company or the Administrative Agent, and (B) promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender and each Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally able entitled to do soso and if not previously delivered, deliver to the Administrative Agent Borrower and the BorrowersAdministrative Agent, on or prior to receipt of any payment subject to withholding under the Code date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed signed, properly completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers Borrower or any other Loan Party pursuant to this AgreementAgreement or any other Loan Document) or in the case of a Foreign Lender claiming such other applicable evidence satisfactory an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Borrowers Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower within the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender to the extent it is legally entitled to an do so shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly 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, U.S. United States withholding tax (including, taxes in the case respect of a Foreign Lender claiming any exemption pursuant all payments to Section 881(c) of the Code, a certificate be made to the effect that such Foreign Lender is not a “bank” within by the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the CodeBorrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a “controlled foreign corporation” related change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any Borrower described change in Section 881(c)(3)(C) of the Code) (each a “Tax Compliance Certificate”)circumstances which would modify or render invalid any claimed exemption or reduction.

Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender that is not a “"United States person” " within the meaning of Section 7701(a)(30) of the Code (a “"Foreign Lender”") shall, to the extent it is legally able to do so, shall deliver to the applicable Administrative Agent and the BorrowersAgent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of (A) either (I) IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax (including any exemption pursuant to Section 881(c) of the Code) on all payments to be made to such Person by the Borrower pursuant to this Agreement) or (II) IRS Form W-8ECI or any successor thereto relating to all payments to be made to such Foreign Lender by the Borrowers Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) Agreement or such other applicable evidence satisfactory to the Borrowers Borrower and the applicable Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax and (including, B) in the case of a any Lender claiming an exemption from, or reduction of, withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", such Foreign Lender claiming any exemption pursuant to shall also provide a certificate of such Foreign Lender is not (I) a "bank" for purposes of Section 881(c881(c)(3)(B) of the Code, (II) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers 10% shareholder (within the meaning of Section 881(c)(3)(B) of the Code, ) of the Borrower or any Subsidiary or (3) a “controlled foreign corporation” corporation related to the Borrower or any Borrower described in Subsidiary (within the meaning of Section 881(c)(3)(C) of the Code). Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the applicable Administrative Agent such additional duly completed and signed copies of one of such forms (each a “Tax Compliance Certificate”)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 applicable 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 Agreement, (B) promptly notify the applicable 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 Person.