Common use of U.S. Withholding Tax Exemptions Clause in Contracts

U.S. Withholding Tax Exemptions. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals of (i) IRS Form W-8BEN or IRS Form W-8BEN-E (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, or any successor form prescribed by the IRS, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such other forms and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the U.S. Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the U.S. Borrower and is not a controlled foreign corporation related to the U.S. Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the U.S. Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the U.S. Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the U.S. Borrower or the Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the U.S. Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)) shall submit to the Company and the Agent on or before the date the initial Borrowing is made hereunder or, if later, the date such Bank becomes a Bank hereunder, two (2) properly completed and duly executed copies of (i) either Internal Revenue Service Form W-8 ECI (certifying the Bank’s status as a beneficial owner and entitlement to complete exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans as effectively connected with the conduct of a U.S. trade or business) or W-8 BEN (certifying the Bank’s status as beneficial owner and entitlement to a complete exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans, or any successor form as shall be adopted from time to time by the Internal Revenue Service; or (ii) solely if such Bank is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service Form W-8 BEN, and a certificate representing that such Bank is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company and is not a controlled foreign corporation related to the Company (within the meaning of Section 864(d)(4) of the Code) (or in the case of any such form, such successor form as shall be adopted from time to time by the Internal Revenue Service. Thereafter and from time to time, each such Bank shall submit to the Company and the Agent such additional properly completed and duly executed 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 be (i) notified by the Company or Agent to such Bank and (ii) required under then-current United States law or regulations to establish an available exemption from United States withholding taxes on payments in respect of all amounts to be received by such Bank, including fees, pursuant to this Agreement or the Loans. Upon the request of the Company or Agent, each Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Company two accurate and the Administrative Agent (x) on or before the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence complete signed copies of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals of (i) IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, W-9 or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, or any successor form prescribed by the IRS, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such other forms and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Codethereto, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymentappropriate.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BENW-8 BEN-E (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BENW-8 BEN-E, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W‑8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W‑8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW‑8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent 10‑percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current then‑current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Representative and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals original copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the any Borrower and is not a controlled foreign corporation related to the any Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower Representative and the Administrative Agent such additional duly completed and signed copies of one or the other of such other forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates (A) as may be (i) requested by the Borrower Borrowers in a written notice, directly or through the Administrative Agent, to such Lender and or L/C Issuer or (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under , or (B) upon expiration, inaccuracy or invalidity of any Loan Document would be subject to U.S. federal withholding tax imposed form or certificate previously delivered by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA or L/C Issuer. Each Lender or L/C Issuer that is a United States person (including those contained as such term is defined in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i7701(a)(30) of the Code) and such additional documentation reasonably requested by shall submit to the Borrower or the Administrative Agent as may be necessary for the Borrower Representative and the Administrative Agent on or before the date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder (and in each case from time to comply with their obligations under FATCA time thereafter upon expiration, inaccuracy or invalidity of any form or certificate previously delivered by such Lender or L/C Issuer or upon request by the Borrowers in a written notice), two duly completed and to determine signed original copies of Internal Revenue Service Form W-9 certifying that such Lender has complied with such or L/C Issuer is exempt from United States federal backup withholding. The parties hereto agree that the term “Lender’s obligations under FATCA or to determine ” as used in this Section 13.1(b), in Section 13.1(c), in Section 13.1(d) and in Section 13.1(f) shall include the amount to deduct and withhold from such paymentAdministrative Agent.

U.S. Withholding Tax Exemptions. Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) (a “Non-U.S. Person”) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date or, if later, earlier of the date such financial institution becomes a Lender hereunder, the initial Borrowing is made hereunder and thirty (y30) on or prior to days after the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by ithereof, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender Bank and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such LenderBank, including fees, pursuant to the Loan Credit Documents and the Obligations), Loans) or Form W-8ECI W-8 ECI (relating to all amounts to be received by such LenderBank, including fees, pursuant to the Loan Credit Documents and the ObligationsLoans) or Form W-8IMY (relating to entities acting as intermediaries)of the United States Internal Revenue Service or, together with in the case of any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption Bank exempt from United States Federal withholding tax under Section pursuant to Sections 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”Code, IRS a Form W-8BEN or IRS Form W-8BEN-E, W-8 or any successor applicable form prescribed by the IRS, and (a certificate representing “Form W-8”) together with a statement under penalty of perjury that such Lender Bank is not a bank for purposes of “bank” under Section 881(c881(c)(3) of the Code, is not a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Bank shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms and such other certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender Bank and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderBank, including fees, pursuant to the Loan Credit Documents or the ObligationsLoans. If Each Bank that is a payment Non-U.S. Person and that is a party hereto as of the Closing Date hereby represents and warrants that, as of the Closing Date, payments made to it hereunder are exempt from the withholding of United States Federal income taxes (i) because such payments are effectively connected with a Lender under any Loan Document would be subject United States trade or business conducted by such Non-U.S. Person; (ii) pursuant to the terms of an income tax treaty between the United States and such Non-U.S. federal withholding tax imposed by FATCA if Person’s country of residence; or (iii) because such Lender were payments are portfolio interest exempt pursuant to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(bSections 871(h) or 1472(b881(c) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall shall, to the extent it is legally entitled to do so, submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations), ) or Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY (relating to entities acting as intermediaries), together with any such supplementary documentation as may be prescribed by applicable underlying IRS forms, Law) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-E, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) ). On or (iii) any other applicable document prescribed by before the Applicable Law certifying as to date the entitlement initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder or upon the request of such Borrower or Administrative Agent, each Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender and L/C Issuer that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior submit to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals sign copies of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor formW-9. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-then current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

U.S. Withholding Tax Exemptions. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN W-8 BEN or IRS Form W-8BEN-E W-8 IMY (in such case relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Obligations as a result of such Lender’s eligibility for benefits under an income tax treaty to which the United States is a party) or Form W-8ECI W-8 ECI (relating to all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN W-8 BEN or IRS Form W-8BEN-EW-8 IMY, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, such Lender shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals of (i) IRS Form W-8BEN or IRS Form W-8BEN-E (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms) of the IRS, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS a Form W-8BEN-E, or any successor form prescribed by the IRS, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law IRS certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause paragraph (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

U.S. Withholding Tax Exemptions. Each Without limiting any of Section 10.1(d) hereof, each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution Lender becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), ) or Form W-8ECI (relating to all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS a Form W-8BEN-E, or any successor form prescribed by the IRSUnited States Internal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of receiving interest described in Section 881(c881(c)(3)(A) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to timetime as prescribed by applicable laws or as reasonably requested by the Borrower (in a written notice directly or through Administrative Agent) or the Administrative Agent, each Lender, within 60 days of Borrower’s written request, such Lender shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals of (i) IRS Form W-8BEN W‑8BEN or IRS Form W-8BEN-E W‑8BEN‑E (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI W‑8ECI (relating to all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W‑8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN W‑8BEN or IRS Form W-8BEN-EW‑8BEN‑E, or any successor form prescribed by the IRS, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent ten‑percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 W‑9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such other forms and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current then‑current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BENW-8 BEN-E (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BENW-8 BEN-E, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent ten (10)-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative DIP Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Post-Petition Obligations), ) or Form W-8ECI W-8 ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Post-Petition Obligations) of the United States Internal Revenue Service or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS ,” a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative DIP Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative DIP Agent, to such Lender or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Post-Petition Obligations. If Upon the request of the Borrower or the DIP Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative DIP Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “"portfolio interest”", IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each L/C Issuer or Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a L/C Issuer or Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such L/C Issuer or Lender, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such L/C Issuer or Lender, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service, or any successor forms, (ii) solely if such L/C Issuer or Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such L/C Issuer or Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower Borrower, and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, L/C Issuer and Lender shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender L/C Issuer or Lender, and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such L/C Issuer or Lender, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each L/C Issuer or Lender that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Representative and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the any Borrower and is not a controlled foreign corporation related to the any Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower Representative and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower Representative in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with Upon the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) request of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent Agent, each Lender and L/C Issuer that is a United States person (as such documentation prescribed by Applicable Laws (including as prescribed by term is defined in Section 1471(b)(3)(C)(i7701(a)(30) of the Code) and such additional documentation reasonably requested by shall submit to the Borrower or the Administrative Agent as may be necessary for the Borrower Representative and the Administrative Agent a certificate to comply with their obligations under FATCA and to determine the effect that it is such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Company and the Administrative Agent (x) on or before the Original Closing Date or, if later, earlier of the date such financial institution of the initial Borrowing is made hereunder or thirty (30) days after it becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E 1001 (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Loans) or Form W-8ECI 4224 (relating to all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the ObligationsLoans) or Form W-8IMY (relating to entities acting as intermediaries)of the United States Internal Revenue Service or, together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “"portfolio interest”", IRS a Form W-8BEN or IRS Form W-8BEN-EW-8, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) ), of the Borrower Parent or the Company and is not a controlled foreign corporation related to the Borrower Parent or the Company (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender shall submit to the Borrower Company and the Administrative Agent such additional duly completed and signed copies of one or the other of such other forms and (or such other certificates successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may be (i) requested by the Borrower Company in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymentLoans.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender or L/C Issuer is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender or L/C Issuer is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each U.S. Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender or L/C Issuer is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, U.S. Lender or L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such U.S. Lender or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the ObligationsObligations or L/C Issuer. If Upon the request of the Borrower or the Administrative Agent, each U.S. Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit (a "Non-U.S. Lender") represents and warrants to the Borrower Companies and the Administrative Agent (x) on or before the Original Closing Date or, if later, Guarantors that as of the date such financial institution Person first becomes a Lender hereunder, (y) payments made hereunder to such Lender are exempt from withholding of United States federal income taxes. Each Non-U.S. Lender agrees that such Lender shall submit to any Company and the Agent on or prior to before the earlier of the date 60 the initial Borrowing is made hereunder and 30 days after written notice from Borrower that the date hereof (or, if such form or certificate shall expire or become obsolete other than in connection with Lender is an event described in (zassignee lender under Section 11.10 and was not previously a Lender hereunder, within 30 days of first becoming a Lender), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E 1001 (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Revolving Credit Loans) or Form W-8ECI 4224 (relating to such Lender and entitling it to a complete exemption from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(cRevolving Credit Loans) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, or any successor form prescribed by the IRS, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor formInternal Revenue Service. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender shall submit to the Borrower Company and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms and such other certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may be (i) requested by the Borrower Company in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymentRevolving Credit Loans.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BENW 8 BEN-E (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W 8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BENW 8 BEN-E, or any successor form prescribed by the IRSInternal ​ ​ Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-then current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BENW-8 BEN-E (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all ​ ​ amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BENW-8 BEN-E, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent ten (10)-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W‑8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W‑8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW‑8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent 10‑percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current then‑current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States 66 person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN W-8 BEN or IRS Form W-8BEN-E W-8 ECI (relating to certifying that such Lender and entitling it is exempt from or entitled to a complete exemption from, or a reduced rate of, of United States withholding under the Code tax on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such Lender, including fees, pursuant to ) of the Loan Documents and the Obligations) United States Internal Revenue Service or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed ). If the form provided by a Lender at the Applicable Law certifying as to the entitlement of time such Lender first becomes a party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is this Agreement indicates a United States person (as interest withholding tax rate in excess of zero, withholding tax at such term is defined in Section 7701(a)(30) of rate shall be considered excluded from Taxes unless and until such Lender provides the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such appropriate form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that a lesser rate applies, whereupon withholding tax at such Lender is entitled to an exemption lesser rate only shall be considered excluded from U.S. backup withholding tax) or any successor Taxes for the period governed by such form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at the time a duly completed IRS Form W-9 or times prescribed by Applicable Laws and at such time other form or times reasonably requested by the Borrower certificate as may establish a withholding tax exemption. For any period with respect to which a Lender or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by has failed to provide the Borrower with the appropriate form described in this subsection (b) (other than to the extent that such failure, in accordance with subsection (c) below, is due to a change in law occurring after the date on which a form originally was required to be provided), such Lender or the Administrative Agent as may shall not be necessary for entitled to the Borrower and the Administrative Agent additional amounts or indemnities with respect to comply with their obligations Taxes withheld under FATCA and to determine that subsection (a) of this Section 13.1 by reason of such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymentfailure.

U.S. Withholding Tax Exemptions. Each Lender Recipient that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (xsolely in the case of a Recipient that is not the Administrative Agent) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution person becomes a Lender Recipient hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) either IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or any successor form (relating to entitling such Lender and entitling it Recipient to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such LenderRecipient, including fees, pursuant to the Loan Documents and the Obligations)Debt) or IRS Form W-8ECI, Form W-8ECI or any successor form (relating to all amounts to be received by such LenderRecipient, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY (relating to entities acting as intermediariesDebt), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender Recipient is claiming exemption from United States U.S. withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, ,” an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or any successor form prescribed by the IRSform, and a certificate representing that such Lender Recipient is not a bank for purposes of Section 881(c) of the Code, is not a ten-ten (10) percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) ), or (iii) any if such Recipient is not the beneficial owner, IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-9, and/or other applicable document prescribed by the Applicable Law certifying certification documents from each beneficial owner, as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documentsapplicable. Each Lender Recipient that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to Borrower and the Administrative Agent (Asolely in the case of a Recipient that is not the Administrative Agent) on or prior to before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution person becomes a Lender Recipient hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of IRS Form W-9 (certifying that such Lender Recipient is entitled not subject to an exemption from U.S. federal backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Recipient shall submit to the Borrower and the Administrative Agent (solely in the case of a Recipient that is not the Administrative Agent) such additional duly completed and signed copies of one or the other of such other forms IRS Forms (or any successor forms) and such other certificates or documentation as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender Recipient and (ii) required under then-current United States law or regulations to avoid reasonably necessary establish an exemption or reduce United States reduction of withholding taxes on payments in respect of all amounts to be received by such LenderRecipient, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymentDebt.

U.S. Withholding Tax Exemptions. Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent (x) on or before the Original Closing Date date the initial Loan is made hereunder or, if later, the date such financial institution becomes a Lender Bank hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender Bank and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such LenderBank from the Company, including fees, pursuant to the Loan Documents and the Obligations)Company’s indebtedness, obligations and liabilities thereunder) or Form W-8ECI W-8 ECI (relating to all amounts to be received by such LenderBank from the Company, including fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender Bank is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender Bank is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower Company and is not a controlled foreign corporation related to the Borrower Company (within the meaning of Section 864(d)(4) of the Code) along with such other additional forms as the Company or (iii) any other applicable document prescribed by the Applicable Law certifying as Agent may reasonably require to establish the entitlement availability of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor formexemption. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Bank shall submit to the Borrower Company and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower Company in a written notice, directly or through the Administrative Agent, to such Lender Bank and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderBank from the Company, including fees, pursuant to the Loan Documents or the ObligationsCompany’s indebtedness, obligations and liabilities under the Loan Documents. If Upon the request of the Company or the Agent, each Bank that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i7701(a)(30) of the Code) and such additional documentation reasonably requested by shall submit to the Borrower or the Administrative Agent as may be necessary for the Borrower Company and the Administrative Agent a certificate to comply with their obligations under FATCA and to determine the effect that it is such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals of (i) IRS Form W-8BEN or IRS Form W-8BEN-E (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, or any successor form prescribed by the IRS, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such other forms and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.. 158

U.S. Withholding Tax Exemptions. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals of (i) IRS Form W-8BEN W‑8BEN or IRS Form W-8BEN-E W‑8BEN‑E (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI W‑8ECI (relating to all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W‑8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN W‑8BEN or IRS Form W-8BEN-EW‑8BEN‑E, or any successor form prescribed by the IRS, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent ten‑percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 W‑9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such other forms and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current then‑current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent 113 such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BENW‑8 BEN-E (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W‑8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BENW‑8 BEN-E, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent ten (10)‑percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current then‑current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BENW‑8 BEN-E (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W‑8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BENW‑8 BEN-E, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent 10‑percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current then‑current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the any Borrower and is not a controlled foreign corporation related to the any Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower Borrowers and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower Company, on behalf of Borrowers, in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with Upon the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) request of the CodeCompany, as applicable)on behalf of the Borrowers, such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent Agent, each Lender and L/C Issuer that is a United States person (as such documentation prescribed by Applicable Laws (including as prescribed by term is defined in Section 1471(b)(3)(C)(i7701(a)(30) of the Code) and such additional documentation reasonably requested by shall submit to the Borrower or the Administrative Agent as may be necessary for the Borrower Company and the Administrative Agent a certificate to comply with their obligations under FATCA and to determine the effect that it is such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W 8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the ‑51‑ Obligations), ) or Form W-8ECI W 8 ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW 8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-then current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of Borrower or Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i7701(a)(30) of the Code) shall submit to Borrower and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for a certificate to the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine effect that it is such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the any Borrower and is not a controlled foreign corporation related to the any Borrower (within the meaning of Section 864(d)(4) of the Code) ). Thereafter and from time to time, each Lender and L/C Issuer shall submit to the Borrowers and the Administrative Agent such additional duly completed and signed copies of one or the other of such Forms (iii) any other applicable document prescribed or such successor forms as shall be adopted from time to time by the Applicable Law certifying relevant United States taxing authorities) and such other certificates as may be (i) requested by the Company, on behalf of Borrowers, in a written notice, directly or through the Administrative Agent, to the entitlement of such Lender or L/C Issuer and (ii) required under then-current United States law orregulations to such exemption from avoid or reduce United States withholding tax or reduced rate with taxes on payments in respect to of all payments amounts to be made to received by such Lender under or L/C Issuer, including fees, pursuant to the Loan DocumentsDocuments or the Obligations. Each Upon the request of the Company, on behalf of the Borrowers, or the Administrative Agent, each Lender and L/C Issuer that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, shall submit to the Borrower Company and the Administrative Agent a certificate to the effect that it is such additional duly completed and signed copies of such other forms and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymentperson.

U.S. Withholding Tax Exemptions. Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")) shall submit to the Company and the Agent on or before the date the initial Borrowing is made hereunder or, if later, the date such Bank becomes a Bank hereunder, two (2) properly completed and duly executed copies of (i) either Internal Revenue Service Form W-8 ECI (certifying the Bank's status as a beneficial owner and entitlement to complete exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans as effectively connected with the conduct of a U.S. trade or business) or W-8 BEN (certifying the Bank's status as beneficial owner and entitlement to a complete exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans, or any successor form as shall be adopted from time to time by the Internal Revenue Service; or (ii) solely if such Bank is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A) of the Code with respect to payments of "portfolio interest", Internal Revenue Service Form W-8 BEN, and a certificate representing that such Bank is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company and is not a controlled foreign corporation related to the Company (within the meaning of Section 864(d)(4) of the Code) (or in the case of any such form, such successor form as shall be adopted from time to time by the Internal Revenue Service. Thereafter and from time to time, each such Bank shall submit to the Company and the Agent such additional properly completed and duly executed 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 be (i) notified by the Company or Agent to such Bank and (ii) required under then-current United States law or regulations to establish an available exemption from United States withholding taxes on payments in respect of all amounts to be received by such Bank, including fees, pursuant to this Agreement or the Loans. Upon the request of the Company or Agent, each Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Company two accurate and the Administrative Agent (x) on or before the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence complete signed copies of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals of (i) IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, W-9 or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, or any successor form prescribed by the IRS, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such other forms and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Codethereto, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymentappropriate.

U.S. Withholding Tax Exemptions. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals of (i) IRS Form W-8BEN or IRS Form W-8BEN-E W‑8BEN (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI W‑8ECI (relating to all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-EW‑8BEN, or any successor form prescribed by the IRS, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent ten‑percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 W‑9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one (1) or the other of such other forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-current then‑current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligations. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

U.S. Withholding Tax Exemptions. Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date hereof or, if later, the date such financial institution becomes a Lender Bank hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender Bank and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderBank, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Bank, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender Bank is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender Bank is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Bank shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender Bank and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderBank, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Agent, each Bank that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Extension is made hereunder or, if later, the date such financial institution Person becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (ia) IRS Form W-8BEN or IRS Form W-8BEN-E (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligationsobligations thereunder), Form W-8ECI (relating to all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligationsobligations thereunder) of the IRS or to the extent such Lender is not the beneficial owner, executed copies of Form W-8IMY W-8IMY, accompanied by Form W-8ECI, Form W-8BEN or W 8BEN-E, a certificate substantially in the form of Exhibit I, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable, establishing a complete exemption from withholding under the Code on all amounts received by such beneficial owner including fees, pursuant to the Loan Documents and the obligations thereunder; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a certificate substantially in the form of Exhibit I on behalf of each such direct and indirect partner or (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (iib) solely if such Lender is claiming exemption from United States withholding tax Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-E, or any successor form prescribed by the IRS, and a certificate representing that substantially in the form of Exhibit I entitling it to a complete exemption from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the obligations thereunder. Upon any Lender changing its Lending Office, such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of shall submit to the Borrower and is not a controlled foreign corporation related to the Borrower (within Administrative Agent additional duly completed and signed copies of one or the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to Forms (or such exemption from United States withholding tax or reduced rate with respect to all payments to successor forms as shall be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) adopted from time to time if requested by the Borrower or the Administrative Agentrelevant United States taxing authorities), provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and and, in addition, from time to time, time each Lender, within 60 days of Borrower’s written request, Lender shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) reasonably requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-then current United States law or regulations to avoid or reduce United States withholding taxes Taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligationsobligations thereunder. If Upon the request of the Borrower or the Administrative Agent, each Lender that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a completed Form W-9 to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the 77 Loan Documents and the Obligations), ) or Form W-8ECI W-8 ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each Lender and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) U.S. Person shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on and from time to time thereafter upon the reasonable request of the Borrower or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by itAdministrative Agent, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), Form W-8ECI (relating to all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8IMY W-8 ECI (relating to entities acting as intermediaries)all amounts to be received by such Lender or L/C Issuer, together with any applicable underlying IRS formsincluding fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or any successor forms, (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Lender and L/C Issuer shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. If Any Lender that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender Person shall deliver to the Borrower and the Administrative Agent at on or prior to the date on which such financial institution becomes a Lender under this Agreement (and from time or times prescribed by Applicable Laws and at such to time or times reasonably requested by thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), executed originals of IRS Form W-9 certifying that such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) Lender is exempt from U.S. federal backup withholding tax. Upon the request of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for Agent, each Lender and L/C Issuer that is a U.S. Person shall submit to the Borrower and the Administrative Agent a certificate to comply with their obligations under FATCA and to determine the effect that it is such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta U.S. Person.

U.S. Withholding Tax Exemptions. Each Lender Bank or L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Company and the Administrative Agent (x) on or before the Original Closing Date date the initial Loan is made hereunder or, if later, the date such financial institution becomes a Lender Bank or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such Lender Bank or L/C Issuer and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such LenderBank or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations)Company’s indebtedness, obligations and liabilities thereunder) or Form W-8ECI W-8 ECI (relating to all amounts to be received by such LenderBank or L/C Issuer, including fees, pursuant to the Loan Documents and the ObligationsCompany’s indebtedness, obligations and liabilities thereunder) of the United States Internal Revenue Service or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such Lender Bank is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such Lender Bank is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower Company and is not a controlled foreign corporation related to the Borrower Company (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, Bank and L/C Issuer shall submit to the Borrower Company and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower Company in a written notice, directly or through the Administrative Agent, to such Lender Bank or L/C Issuer and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such LenderBank or L/C Issuer, including fees, pursuant to the Loan Documents or the ObligationsCompany’s indebtedness, obligations and liabilities thereunder. If Upon the request of the Company or the Agent, each Bank and L/C Issuer that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i7701(a)(30) of the Code) and such additional documentation reasonably requested by shall submit to the Borrower or the Administrative Agent as may be necessary for the Borrower Company and the Administrative Agent a certificate to comply with their obligations under FATCA and to determine the effect that it is such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender and L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Event is made hereunder or, if later, the date such financial institution becomes a Lender or L/C Issuer hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (i) IRS either Form W-8BEN or IRS Form W-8BEN-E W-8 BEN (relating to such L/C Issuer or Lender and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), ) or Form W-8ECI W-8 ECI (relating to all amounts to be received by such L/C Issuer or Lender, including fees, pursuant to the Loan Documents and the Obligations) of the United States Internal Revenue Service or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (ii) solely if such L/C Issuer or Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS a Form W-8BEN or IRS Form W-8BEN-EW-8 BEN, or any successor form prescribed by the IRSInternal Revenue Service, and a certificate representing that such L/C Issuer or Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) from time to time if requested by the Borrower or the Administrative Agent, provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and from time to time, each Lender, within 60 days of Borrower’s written request, L/C Issuer and Lender shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such L/C Issuer or Lender and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such L/C Issuer or Lender, including fees, pursuant to the Loan Documents or the Obligations. If Upon the request of the Borrower or the Administrative Agent, each L/C Issuer and Lender that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a certificate to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.

U.S. Withholding Tax Exemptions. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent (x) on or before the Original Closing Date date the initial Credit Extension is made hereunder or, if later, the date such financial institution Person becomes a Lender hereunder, (y) on or prior to the date 60 days after written notice from Borrower that such form or certificate shall expire or become obsolete other than in connection with an event described in (z), and (z) after the occurrence of any event within such Lender’s control requiring a change in the most recent form of certification previously delivered by it, two (2) duly completed and signed originals copies of (ia) IRS either Form W-8BEN or IRS Form W-8BEN-E (relating to such Lender and entitling it to a complete exemption from, or a reduced rate of, from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligations), obligations thereunder) or Form W-8ECI (relating to all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the Obligationsobligations thereunder) of the IRS or Form W-8IMY (relating to entities acting as intermediaries), together with any applicable underlying IRS forms, or any successor forms, (iib) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS a Form W-8BEN-E, or any successor form prescribed by the IRS, and a certificate representing that substantially in the form of Exhibit J entitling it to a complete exemption from withholding under the Code on all amounts to be received by such Lender, including fees, pursuant to the Loan Documents and the obligations thereunder. Upon any Lender changing its Lending Office, such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of shall submit to the Borrower and is not a controlled foreign corporation related to the Borrower (within Administrative Agent additional duly completed and signed copies of one or the meaning of Section 864(d)(4) of the Code) or (iii) any other applicable document prescribed by the Applicable Law certifying as to the entitlement of such Lender to Forms (or such exemption from United States withholding tax or reduced rate with respect to all payments to successor forms as shall be made to such Lender under the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall (A) on or prior to the Original Closing Date or, if later, the date such financial institution becomes a Lender hereunder, (B) on or prior to the date 60 days after written notice from Borrower that such form or certification shall expire or become obsolete other than in connection with an event described in (C), (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (b) and (D) adopted from time to time if requested by the Borrower or the Administrative Agentrelevant United States taxing authorities), provide the Administrative Agent and the Borrower with two (2) duly completed and signed originals of Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. Thereafter and and, in addition, from time to time, time each Lender, within 60 days of Borrower’s written request, Lender shall submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other of such other Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Administrative Agent, to such Lender and (ii) required under then-then current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the Obligationsobligations thereunder. If Upon the request of the Borrower or the Administrative Agent, each Lender that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if United States person (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver submit to the Borrower and the Administrative Agent at a completed Form W-9 to the time or times prescribed by Applicable Laws and at effect that it is such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such paymenta United States person.