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

U.S. Withholding Tax Exemptions. Each 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 Company two accurate and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriate.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI W‑8 BEN (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or W-8 BEN Form W‑8 ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, a Form W‑8 BEN, or any successor form prescribed by the Internal Revenue Service Form W-8 BENService, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) 10‑percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current then‑current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank 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 submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 U.S. Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company U.S. Borrower and is not a controlled foreign corporation related to the Company U.S. Borrower (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 Lender and L/C Issuer shall submit to the Company U.S. Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company U.S. Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company U.S. Borrower or the Administrative Agent, each Bank 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 submit to the Company two accurate U.S. Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN-E (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN-E, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank 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 submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each 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 Code) (the a “CodeNon-U.S. Person”)) shall submit to the Company Borrower and the Agent on or before the earlier of the date the initial Borrowing is made hereunder or, if later, and thirty (30) days after the date hereof, two duly completed and signed copies of either Form W-8 BEN (relating to such Bank becomes and entitling it to 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 under the Code on all amounts to be received by such Bank, including fees, pursuant to this Agreement the Credit Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessLoans) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement the Credit Documents and the Loans) of the United States Internal Revenue Service or, in the case of any Bank exempt from United States Federal withholding tax pursuant to Sections 871(h) or 881(c) of the Code, a Form W-8 or any successor applicable form as shall be adopted from time to time by the Internal Revenue Service; or (iia “Form W-8”) solely if such Bank is claiming exemption from United States withholding tax together with a statement under Section 871(h) or 881(c)(3)(A) penalty of the Code with respect to payments of “portfolio interest”, Internal Revenue Service Form W-8 BEN, and a certificate representing perjury that such Bank is not a bank for purposes of “bank” under Section 881(c881(c)(3) 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 Borrower and the Agent such additional properly duly completed and duly executed signed copies of one or the other 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 requested by the Company Borrower in a written notice, directly or Agent through the Agent, to such Bank and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Bank, including fees, pursuant to this Agreement the Credit Documents or the Loans. Upon the request of the Company or Agent, each Each Bank that is a 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 person Federal income taxes (as i) because such term is defined in Section 7701(a)(30payments are effectively connected with a 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. Person’s country of residence; or (iii) because such payments are portfolio interest exempt pursuant to Sections 871(h) or 881(c) of the Code) shall submit to the Company two accurate and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriate.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower Representative and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed original copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company any Borrower and is not a controlled foreign corporation related to the Company any Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower Representative and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such Forms 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) notified requested by the Company Borrowers in a written notice, directly or Agent through the Administrative Agent, to such Bank and Lender or L/C Issuer or (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations, or (B) upon expiration, inaccuracy or invalidity of any form or certificate previously delivered by such Lender or L/C Issuer. Upon the request of the Company Each Lender or Agent, each Bank L/C Issuer that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Company 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 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 accurate duly completed and complete signed original copies of Internal Revenue Service Form W-9 certifying that such Lender or any successor theretoL/C Issuer is exempt from United States federal backup withholding. The parties hereto agree that the term “Lender” as used in this Section 13.1(b), as appropriatein Section 13.1(c), in Section 13.1(d) and in Section 13.1(f) shall include the Administrative Agent.

U.S. Withholding Tax Exemptions. Each Bank Lender 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN or W-8 IMY (certifying the Bank’s status as in such case relating to such Lender and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender, including fees, pursuant to this Agreement the Loan Documents and the Loans Obligations as effectively connected with a result of such Lender’s eligibility for benefits under an income tax treaty to which the conduct of United States is a U.S. trade or businessparty) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, a Form W-8 BEN or W-8 IMY, or any successor form prescribed by the Internal Revenue Service Form W-8 BENService, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the DIP Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessPost-Petition Obligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Post-Petition Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service ,” a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10 percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower and the DIP Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the DIP Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansPost-Petition Obligations. Upon the request of the Company Borrower or the DIP Agent, each Bank 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 submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe DIP Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN-E (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN-E, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) 10)-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank 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 submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 BEN-E (relating to such Lender or L/C Issuer and entitling it to a complete exemption from withholding under the Code on all ​ ​ amounts to be received by such Lender or L/C Issuer, including fees, pursuant to the Loan Documents and the Obligations) or Form W-8 ECI (certifying the Bank’s status as a beneficial owner and entitlement relating to complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with Obligations) of 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 United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN-E, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) 10)-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank 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 submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender 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 Administrative Agent on or before the earlier of the date of the initial Borrowing is made hereunder or, if later, the date such Bank or thirty (30) days after it becomes a Bank hereunderLender, two (2) properly duly completed and duly executed signed copies of either Form 1001 (i) either Internal Revenue Service Form W-8 ECI (certifying the Bank’s status as relating to such Lender and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessLoans) or W-8 BEN Form 4224 (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by ) of the United States Internal Revenue Service; or (ii) Service or, solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “"portfolio interest”", a Form W-8, or any successor form prescribed by the Internal Revenue Service Form W-8 BENService, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) ), of the Parent or the Company and is not a controlled foreign corporation related to the Parent or 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 Lender shall submit to the Company and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such Forms 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 requested by the Company in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender, including fees, pursuant to this Agreement the Loan Documents 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 Company two accurate and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriate.

U.S. Withholding Tax Exemptions. Each Bank Lender 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 BEN or Form W-8 ECI (certifying the Bank’s status as that such Lender is exempt from or entitled to a beneficial owner and entitlement to complete exemption from reduced rate of United States withholding tax on all amounts to be received by such BankLender, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with Obligations) of 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 United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (within the meaning of Section 864(d)(4) of the Code) (or ). If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender provides the case of any appropriate form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for the period governed by 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 Lender shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service the Administrative Agent a duly completed IRS Form W-9 or such other form or certificate as may establish a withholding tax exemption. For any successor theretoperiod with respect to which a Lender or the Administrative Agent has failed to provide the Borrower with the appropriate form described in this subsection (b) (other than to the extent that such failure, as appropriatein 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 shall not be entitled to the additional amounts or indemnities with respect to Taxes withheld under subsection (a) of this Section 13.1 by reason of such failure.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI W‑8 BEN (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or W-8 BEN Form W‑8 ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, a Form W‑8 BEN, or any successor form prescribed by the Internal Revenue Service Form W-8 BENService, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) 10‑percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current then‑current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank 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 submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States 66 person.

U.S. Withholding Tax Exemptions. Each Bank Recipient 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 Borrower and the Administrative Agent (solely in the case of a Recipient that is not the Administrative Agent) on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank person becomes a Bank Recipient hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service IRS Form W-8 ECI W-8BEN or IRS W-8BEN-E, as applicable, or any successor form (certifying the Bank’s status as entitling such Recipient to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankRecipient, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessDebt) or W-8 BEN IRS Form W-8ECI, or any successor form (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankRecipient, including fees, pursuant to this Agreement the Loan Documents and the LoansDebt), or any successor form as shall be adopted from time to time by the Internal Revenue Service; or (ii) solely if such Bank Recipient is claiming exemption from United States U.S. withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”,” an IRS Form W-8BEN or IRS W-8BEN-E, Internal Revenue Service Form W-8 BENas applicable, or any successor form, and a certificate representing that such Bank Recipient 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 Company Borrower and is not a controlled foreign corporation related to the Company Borrower (within the meaning of Section 864(d)(4) of the Code), or (iii) (or in if such Recipient is not the case of any such formbeneficial owner, such successor form 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 certification documents from each beneficial owner, as shall be adopted from time to time by the Internal Revenue Serviceapplicable. 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 Each 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 Company Administrative Agent (solely in the case of a Recipient that is not the Administrative Agent) on or before the date the initial Credit Event is made hereunder or, if later, the date such person becomes a Recipient hereunder, two accurate duly completed and complete signed originals of IRS Form W-9 certifying that such Recipient is not subject to U.S. federal backup withholding tax. Thereafter and from time to time, each Recipient shall submit to 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 Internal Revenue Service Form W-9 one or the other of such IRS Forms (or any successor theretoforms) and such other certificates or documentation as may be (i) requested by Borrower in a written notice, as appropriatedirectly or through the Administrative Agent, to such Recipient and (ii) required or reasonably necessary establish an exemption or reduction of withholding taxes on payments in respect of all amounts to be received by such Recipient, including fees, pursuant to the Loan Documents or the Debt.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI W‑8 BEN-E (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or W-8 BEN Form W‑8 ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, a Form W‑8 BEN-E, or any successor form prescribed by the Internal Revenue Service Form W-8 BENService, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) 10‑percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current then‑current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank 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 submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI W 8 BEN-E (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or W-8 BEN Form W 8 ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, a Form W 8 BEN-E, or any successor form prescribed by the Internal ​ ​ Revenue Service Form W-8 BENService, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10 percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-then current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank 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 submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI W 8 BEN (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or business‑51‑ Obligations) or W-8 BEN Form W 8 ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, a Form W 8 BEN, or any successor form prescribed by the Internal Revenue Service Form W-8 BENService, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10 percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-then current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or Administrative Agent, each Bank 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 submit to Borrower and Administrative Agent a certificate to the Company two accurate and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriateeffect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company any Borrower and is not a controlled foreign corporation related to the Company any Borrower (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 Lender and L/C Issuer shall submit to the Company Borrowers and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Company, on behalf of Borrowers, in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current United States law orregulations to avoid or regulations to establish an available exemption from reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Company, on behalf of the Borrowers, or the Administrative Agent, each Bank 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 submit to the Company two accurate and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each 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 '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 '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 Company two accurate and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriate.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company any Borrower and is not a controlled foreign corporation related to the Company any Borrower (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 Lender and L/C Issuer shall submit to the Company Borrowers and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Company, on behalf of Borrowers, in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Company, on behalf of the Borrowers, or the Administrative Agent, each Bank 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 submit to the Company two accurate and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender and L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such L/C Issuer or Lender and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankL/C Issuer or Lender, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank L/C Issuer or Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank L/C Issuer or Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 L/C Issuer and Lender shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank L/C Issuer or Lender and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankL/C Issuer or Lender, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank L/C Issuer and Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such Lender and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender or L/C Issuer is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender or L/C Issuer is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank 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 submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI W‑8 BEN-E (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or W-8 BEN Form W‑8 ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, a Form W‑8 BEN-E, or any successor form prescribed by the Internal Revenue Service Form W-8 BENService, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) 10)‑percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current then‑current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank 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 submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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”)) U.S. Person shall submit to the Company Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations. Any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such financial institution becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the LoansAdministrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. Upon the request of the Company Borrower or the Administrative Agent, each Bank Lender and L/C Issuer that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) U.S. Person shall submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a U.S. Person.

U.S. Withholding Tax Exemptions. Each Bank 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 Internal Revenue Code of 1986, as amended (the “Code”)) shall submit to the Company Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender or L/C Issuer is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 U.S. Lender or L/C Issuer shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank U.S. Lender or L/C Issuer and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations or L/C Issuer. Upon the request of the Company Borrower or the Administrative Agent, each Bank U.S. 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 submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank or L/C Issuer 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 Loan is made hereunder or, if later, the date such Bank financial institution becomes a Bank or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such Bank or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankBank or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessCompany’s indebtedness, obligations and liabilities thereunder) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankBank or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the LoansCompany’s indebtedness, or any successor form as shall be adopted from time to time by obligations and liabilities thereunder) of the United States Internal Revenue Service; Service or (ii) solely if such Bank is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-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 and L/C Issuer shall submit to the Company and the Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company in a written notice, directly or Agent through the Agent, to such Bank or L/C Issuer and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankBank or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansCompany’s indebtedness, obligations and liabilities thereunder. Upon the request of the Company or the Agent, each Bank and L/C Issuer that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Company two accurate and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each 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 Borrowers and the Agent on or before the date the initial Borrowing Loan is made hereunder or, if later, the date such Bank financial institution becomes a Bank hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such Bank and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankBank from the Company, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessCompany’s indebtedness, obligations and liabilities thereunder) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankBank from the Company, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-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) (along with such other additional forms as the Company or in the case Agent may reasonably require to establish the availability of any such form, such successor form as shall be adopted from time to time by the Internal Revenue Serviceexemption. Thereafter and from time to time, each such Bank shall submit to the Company and the Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company in a written notice, directly or Agent through the Agent, to such Bank and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankBank from the Company, including fees, pursuant to this Agreement the Loan Documents or the LoansCompany’s indebtedness, obligations and liabilities under the Loan Documents. Upon the request of the Company or the 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 Company two accurate and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank L/C Issuer or Lender 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank L/C Issuer or Lender hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such Lender and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankL/C Issuer or Lender, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankL/C Issuer or Lender, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; , or (ii) solely if such Bank L/C Issuer or Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank L/C Issuer or Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower, and is not a controlled foreign corporation related to the Company Borrower (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 L/C Issuer and Lender shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank L/C Issuer or Lender, and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankL/C Issuer or Lender, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank L/C Issuer or Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the 77 Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company Borrower and is not a controlled foreign corporation related to the Company Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower or the Administrative Agent, each Bank 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 submit to the Company two accurate Borrower and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.

U.S. Withholding Tax Exemptions. Each Bank Lender or L/C Issuer 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 Borrower Representative and the Administrative Agent on or before the date the initial Borrowing Credit Event is made hereunder or, if later, the date such Bank financial institution becomes a Bank Lender or L/C Issuer hereunder, two (2) properly duly completed and duly executed signed copies of (i) either Internal Revenue Service Form W-8 ECI BEN (certifying the Bank’s status as relating to such Lender or L/C Issuer and entitling it to a beneficial owner and entitlement to complete exemption from withholding under the Code on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans as effectively connected with the conduct of a U.S. trade or businessObligations) or Form W-8 BEN ECI (certifying the Bank’s status as beneficial owner and entitlement relating to a complete exemption from withholding on all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents and the Loans, or any successor form as shall be adopted from time to time by Obligations) of the United States Internal Revenue Service; Service or (ii) solely if such Bank Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c)(3)(A881(c) of the Code with respect to payments of “portfolio interest”, Internal Revenue Service a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Bank Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten 10-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company any Borrower and is not a controlled foreign corporation related to the Company any Borrower (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 Lender and L/C Issuer shall submit to the Company Borrower Representative and the Administrative Agent such additional properly duly completed and duly executed signed copies of one or the other of such 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) notified requested by the Company Borrower Representative in a written notice, directly or Agent through the Administrative Agent, to such Bank Lender or L/C Issuer and (ii) required under then-current United States law or regulations to establish an available exemption from avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such BankLender or L/C Issuer, including fees, pursuant to this Agreement the Loan Documents or the LoansObligations. Upon the request of the Company Borrower Representative or the Administrative Agent, each Bank 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 submit to the Company two accurate Borrower Representative and complete signed copies of Internal Revenue Service Form W-9 or any successor thereto, as appropriatethe Administrative Agent a certificate to the effect that it is such a United States person.