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

U.S. Withholding Tax Exemptions. (i) Each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent two copies of a properly completed and duly executed certification on the applicable United States Internal Revenue Service Form W-8 (or any successor form) wherein such Lender, Swingline Lender or Issuing Bank either (x) claims entitlement to complete exemption from U.S. federal withholding tax with respect to payments to be received pursuant to the Credit Documents (as if such payments were U.S. source) or (y) certifies that it is not a United States person, provided, that, in the case of subclause (y), such Lender, Swingline Lender or Issuing Bank also shall submit a certificate substantially in the form of the applicable Exhibit 3.3 to the effect that such Lender, Swingline Lender or Issuing Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender, Swingline Lender or Issuing Bank that delivers a certificate pursuant to the foregoing subsequently shall deliver two further copies of such certificate on or before the date that any such form expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent certificate so delivered. (ii) Upon the request of the Borrower or the Administrative Agent, each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent properly completed and duly executed copies of any additional forms of the United States Internal Revenue Service (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) that the Borrower believe to be reasonably necessary to accomplish exemption from (or a reduced rate of) withholding obligations under then-applicable United States law or that the Administrative Agent believes to be necessary to facilitate the Administrative Agent’s performance under this Agreement; provided that the submission of such documentation shall not be required if in the Lender’s, Swingline Lender’s or Issuing Bank’s reasonable judgment such submission would subject such Lender, Swingline Lender or Issuing Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender, Swingline Lender or Issuing Bank. (iii) Each Lender, the Swingline Lender or Issuing Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower two copies of a properly completed and duly executed certification on United States Internal Revenue Service Form W-9 to the effect that it is such a United States person and is exempt from U.S. withholding tax.

U.S. Withholding Tax Exemptions. (i) Each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent two copies of a properly completed and duly executed certification on the applicable United States Internal Revenue Service Form W-8 (or any successor form) wherein such Lender, Swingline Lender or Issuing Bank either (x) claims entitlement to complete exemption from U.S. federal withholding tax with respect to payments to be received pursuant to the Credit Documents (as if such payments were U.S. source) or (y) certifies that it is not a United States person, provided, that, in the case of subclause (y), such Lender, Swingline Lender or Issuing Bank also shall submit a certificate substantially in the form of the applicable Exhibit 3.3 to the effect that such Lender, Swingline Lender or Issuing Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender, Swingline Lender or Issuing Bank that delivers a certificate pursuant to the foregoing subsequently shall deliver two further copies of such certificate on or before the date that any such form expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent certificate so delivered. (ii) Upon the request of the any Borrower or the Administrative Agent, each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent properly completed and duly executed copies of any additional forms of the United States Internal Revenue Service (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) that the Borrower Borrowers believe to be reasonably necessary to accomplish exemption from (or a reduced rate of) withholding obligations under then-applicable United States law or that the Administrative Agent believes to be necessary to facilitate the Administrative Agent’s performance under this Agreement; provided that the submission of such documentation shall not be required if in the Lender’s, Swingline Lender’s or Issuing Bank’s reasonable judgment such submission would subject such Lender, Swingline Lender or Issuing Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender, Swingline Lender or Issuing Bank. (iii) Each Lender, the Swingline Lender or Issuing Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Borrowers two copies of a properly completed and duly executed certification on United States Internal Revenue Service Form W-9 to the effect that it is such a United States person and is exempt from U.S. withholding tax.

U.S. Withholding Tax Exemptions. (i) Each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent two copies of a properly completed and duly executed certification on the applicable United States Internal Revenue Service Form W-8 or W-8-BEN-E (or any successor form) wherein such Lender, Swingline Lender or Issuing Bank either (x) claims entitlement to complete exemption from U.S. federal withholding tax with respect to payments to be received pursuant to the Credit Documents (as if such payments were U.S. source) or (y) certifies that it is not a United States person, provided, that, in the case of subclause (y), such Lender, Swingline Lender or Issuing Bank also shall submit a certificate substantially in the form of the applicable Exhibit 3.3 to the effect that such Lender, Swingline Lender or Issuing Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender, Swingline Lender or Issuing Bank that delivers a certificate pursuant to the foregoing subsequently shall deliver two further copies of such certificate on or before the date that any such form expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent certificate so delivered. (ii) Upon the request of the any Borrower or the Administrative Agent, each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(307701(a)(3) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent properly completed and duly executed copies of any additional forms of the United States Internal Revenue Service (or any such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) that the such Borrower believe believes to be reasonably necessary to accomplish exemption from (or a reduced rate of) withholding obligations under then-applicable United States law or that the Administrative Agent believes to be necessary to facilitate the Administrative Agent’s performance under this Agreement; provided that the submission of such documentation shall not be required if in the Lender’s, Swingline Lender’s or Issuing Bank’s reasonable judgment judgment, such submission would subject such Lender, Swingline Lender or Issuing Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender, Swingline Lender or Issuing Bank. (iii) Each Lender, the Swingline Lender or Issuing Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent two duly completed and signed copies of a properly completed and duly executed certification on United States Internal Revenue Service IRS Form W-9 certifying to the effect that it is such a United States person and is exempt from U.S. withholding tax. (iv) Each Lender, Swingline Lender and Issuing Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

U.S. Withholding Tax Exemptions. (i) Each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent two copies of a properly completed and duly executed certification on the applicable United States Internal Revenue Service Form W-8 (or any successor form) wherein such Lender, Swingline Lender or Issuing Bank either (x) claims entitlement to complete exemption from U.S. federal withholding tax with respect to payments to be received pursuant to the Credit Documents (as if such payments were U.S. source) or (y) certifies that it is not a United States person, provided, that, in the case of subclause (y), such Lender, Swingline Lender or Issuing Bank also shall submit a certificate substantially in the form of the applicable Exhibit 3.3 to the effect that such Lender, Swingline Lender or Issuing Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender, Swingline Lender or Issuing Bank that delivers a certificate pursuant to the foregoing subsequently shall deliver two further copies of such certificate on or before the date that any such form expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent certificate so delivered. (ii) Upon the request of the Borrower or the Administrative Agent, each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent properly completed and duly executed copies of any additional forms of the United States Internal Revenue Service (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) that the Borrower believe to be reasonably necessary to accomplish exemption from (or a reduced rate of) withholding obligations under then-applicable United States law or that the Administrative Agent believes to be necessary to facilitate the Administrative Agent’s performance under this Agreement; provided that the submission of such documentation shall not be required if in the Lender’s, Swingline Lender’s or Issuing Bank’s reasonable judgment such submission would subject such Lender, Swingline Lender or Issuing Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender, Swingline Lender or Issuing Bank. (iii) Each Lender, the Swingline Lender or Issuing Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower two copies of a properly completed and duly executed certification on United States Internal Revenue Service Form W-9 to the effect that it is such a United States person and is exempt from U.S. withholding tax.

U.S. Withholding Tax Exemptions. (i) Each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent two copies of a properly completed and duly executed certification on the applicable United States Internal Revenue Service Form W-8 or W-8-BEN-E (or any successor form) wherein such Lender, Swingline Lender or Issuing Bank either (x) claims entitlement to complete exemption from U.S. federal withholding tax with respect to payments to be received pursuant to the Credit Documents (as if such payments were U.S. source) or (y) certifies that it is not a United States person, provided, that, provided that in the case of subclause (y)) above, such Lender, Swingline Lender or Issuing Bank also shall submit a certificate substantially in the form of the applicable Exhibit 3.3 to the effect that such Lender, Swingline Lender or Issuing Bank (and/or the relevant beneficial owner of the Loan) is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender, Swingline Lender or Issuing Bank that delivers a certificate pursuant to the foregoing subsequently shall deliver two further copies of such certificate on or before the date that any such form expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent certificate so delivered. (ii) Upon the request of the any Borrower or the Administrative Agent, each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(307701(a)(3) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent properly completed and duly executed copies of any additional forms of the United States Internal Revenue Service (or any such successor forms as shall be adopted from time to time by the relevant United States U.S. taxing authorities) that the such Borrower believe believes to be reasonably necessary to accomplish exemption from (or a reduced rate of) withholding obligations under then-applicable United States U.S. law or that the Administrative Agent believes to be necessary to facilitate the Administrative Agent’s performance under this Agreement; provided that the submission of such documentation shall not be required if in the Lender’s, Swingline Lender’s or Issuing Bank’s reasonable judgment judgment, such submission would subject such Lender, Swingline Lender or Issuing Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender, Swingline Lender or Issuing Bank. (iii) Each Lender, the Swingline Lender or Issuing Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent two copies of a properly completed and duly executed certification on United States of Internal Revenue Service Form W-9 certifying to the effect that it is such a United States person and is exempt from U.S. withholding tax. (iv) Each Lender and Issuing Bank agrees that, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

U.S. Withholding Tax Exemptions. (i) Each Lender, the Swingline Lender or Issuing Bank L/C Issuer that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent two copies of a properly completed and duly executed certification on the applicable United States Internal Revenue Service Form W-8 (or any successor form) wherein such Lender, Swingline Lender or Issuing Bank either (x) claims entitlement to complete exemption from U.S. federal withholding tax with respect to payments to be received pursuant to the Credit Documents (as if such payments were U.S. source) or (y) certifies that it is not a United States person, provided, that, in the case of subclause (y), such Lender, Swingline Lender or Issuing Bank also shall submit a certificate substantially in the form of the applicable Exhibit 3.3 to the effect that such Lender, Swingline Lender or Issuing Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender, Swingline Lender or Issuing Bank that delivers a certificate pursuant to the foregoing subsequently shall deliver two further copies of such certificate on or before the date that any the initial Credit Event is made hereunder or, if later, the date such form expires financial institution becomes a Lender or becomes obsoleteL/C Issuer hereunder, two duly completed and signed copies of such certificates, documents or other evidence, as required by the Code or Treasury Regulations issued pursuant thereto (including two copies of Internal Revenue Service Forms W-8 (e.g., W-8BEN, W-8ECI, W-8EXP or W-8IMY with appropriate attachments, as applicable, or promptly after appropriate successor forms), properly completed, currently effective and duly executed by such L/C Issuer or Lender establishing that payments to it hereunder and under the occurrence of any event requiring a change in the most recent certificate so delivered. Notes are (i) not subject to United States Federal backup withholding tax and (ii) Upon not subject to United States Federal withholding tax under the request of the Borrower or the Administrative Agent, each Lender, the Swingline Code. Each Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent properly completed and duly executed copies of any additional forms of the United States Internal Revenue Service (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) that the Borrower believe to be reasonably necessary to accomplish exemption from (or a reduced rate of) withholding obligations under then-applicable United States law or that the Administrative Agent believes to be necessary to facilitate the Administrative Agent’s performance under this Agreement; provided that the submission of such documentation shall not be required if in the Lender’s, Swingline Lender’s or Issuing Bank’s reasonable judgment such submission would subject such Lender, Swingline Lender or Issuing Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender, Swingline Lender or Issuing Bank. (iii) Each Lender, the Swingline Lender or Issuing Bank L/C Issuer that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower 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, two accurate and complete copies of Internal Revenue Service Form W-9, or any subsequent versions or successors to such form, currently effective and duly executed by such Lender or L/C Issuer, establishing that payments to it hereunder and under the Notes are not subject to United States Federal backup withholding tax. The Administrative Agent shall deliver to the Borrower on or before the date hereof a W-8BEN or W-8ECI, as applicable, establishing that payments to it hereunder are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax under the Code. Thereafter and from time to time, each Lender and L/C Issuer shall submit to the Borrower two and the Administrative Agent (and the Administrative Agent shall submit to the Borrower) such further copies of a properly completed and duly executed certification on such forms (or successor forms as shall be adopted from time to time by the relevant United States Internal Revenue Service Form W-9 taxing authorities) or other appropriate certifications or other documentation required by this subsection on or before the date that any such forms or other certifications or documentation expire or become obsolete and after the occurrence of any event requiring a change in the most recent forms, certification, or other documentation that was delivered to the effect that it is such a extent required under then current United States person and is exempt from U.S. law or regulations to avoid or reduce United States withholding taxtaxes or backup withholding tax on payments in respect of all amounts to be received by such Lender or L/C Issuer, including fees, pursuant to the Loan Documents or the Obligations.

U.S. Withholding Tax Exemptions. (i) Each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent two copies of a properly completed and duly executed certification on the applicable United States Internal Revenue Service Form W-8 or W-8-BEN-E (or any successor form) wherein such Lender, Swingline Lender or Issuing Bank either (x) claims entitlement to complete exemption from U.S. federal withholding tax with respect to payments to be received pursuant to the Credit Documents (as if such payments were U.S. source) or (y) certifies that it is not a United States person, provided, that, in the case of subclause (y), such Lender, Swingline Lender or Issuing Bank also shall submit a certificate substantially in the form of the applicable Exhibit 3.3 to the effect that such Lender, Swingline Lender or Issuing Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender, Swingline Lender or Issuing Bank that delivers a certificate pursuant to the foregoing subsequently shall deliver two further copies of such certificate on or before the date that any such form expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent certificate so delivered. (ii) Upon the request of the any Borrower or the Administrative Agent, each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(307701(a)(3) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent properly completed and duly executed copies of any additional forms of the United States Internal Revenue Service (or any such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) that the such Borrower believe believes to be reasonably necessary to accomplish exemption from (or a reduced rate of) withholding obligations under then-applicable United States law or that the Administrative Agent believes to be necessary to facilitate the Administrative Agent’s performance under this Agreement; provided that the submission of such documentation shall not be required if in the Lender’s, Swingline Lender’s or Issuing Bank’s reasonable judgment judgment, such submission would subject such Lender, Swingline Lender or Issuing Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender, Swingline Lender or Issuing Bank. (iii) Each Lender, the Swingline Lender or Issuing Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent two duly completed and signed copies of a properly completed and duly executed certification on United States Internal Revenue Service IRS Form W-9 certifying to the effect that it is such a United States person and is exempt from U.S. withholding tax. (iv) Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

U.S. Withholding Tax Exemptions. (i) Each Lender, the Swingline Lender or Issuing Any Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) U.S. Person shall submit to the Borrower and the Administrative Agent two on or before the date of the initial Borrowing hereunder (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of a properly IRS Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax. (ii) Each Foreign Bank shall submit to the Borrower and the Administrative Agent on or before the date of the initial Borrowing hereunder two duly completed and duly executed certification on signed copies, as applicable, of either (A) Form W-8BEN or Form W-8BEN-E or (B) Form W-8ECI of the applicable United States Internal Revenue Service Form W-8 Service. (iii) Each Foreign Bank that is claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code shall submit to the Borrower and the Administrative Agent on or any successor form) wherein such Lender, Swingline Lender or Issuing Bank either before the date of the initial Borrowing hereunder (x) claims entitlement to complete exemption from U.S. federal withholding tax with respect to payments to be received pursuant to the Credit Documents (as if such payments were U.S. source) or (y) certifies that it is not a United States person, provided, that, in the case of subclause (y), such Lender, Swingline Lender or Issuing Bank also shall submit a certificate substantially in the form of the applicable Exhibit 3.3 G-1 to the effect that such Lender, Swingline Lender or Issuing Foreign Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender, Swingline Lender or Issuing Bank that delivers Code (a certificate pursuant to the foregoing subsequently shall deliver two further “U.S. Tax Compliance Certificate”) and (y) executed copies of such certificate on IRS Form W-8BEN or before the date that any such form expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent certificate so delivered.IRS Form W-8BEN-E. (iiiv) Upon the request of the Borrower or the Administrative Agent, each Lender, the Swingline Lender or Issuing Each Foreign Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) beneficial owner shall submit to the Borrower and the Administrative Agent properly completed and duly on or before the date of the initial Borrowing hereunder executed copies of any IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such Foreign Bank is a partnership and one or more direct or indirect partners of such Foreign Bank are claiming the portfolio interest exemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner. (v) Thereafter and from time to time, each such Bank shall submit to the Borrower and the Administrative Agent such additional forms duly completed and signed copies of one or the United States Internal Revenue Service other of such Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) that as may be (A) requested by the Borrower believe in a written notice, directly or through the Administrative Agent, to be reasonably necessary to accomplish exemption from such Bank and (or a reduced rate ofB) withholding obligations required under then-applicable then current United States law or that the Administrative Agent believes regulations to avoid or reduce United States federal withholding taxes on payments in respect of all amounts to be necessary to facilitate the Administrative Agent’s performance under this Agreement; provided that the submission of received by such documentation shall not be required if in the Lender’sBank, Swingline Lender’s or Issuing Bank’s reasonable judgment such submission would subject such Lenderincluding fees, Swingline Lender or Issuing Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender, Swingline Lender or Issuing Bank. (iii) Each Lender, the Swingline Lender or Issuing Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit pursuant to the Borrower two copies of a properly completed and duly executed certification on United States Internal Revenue Service Form W-9 to Credit Documents or the effect that it is such a United States person and is exempt from U.S. withholding taxLoans.

U.S. Withholding Tax Exemptions. (i) Each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent two copies of a properly completed and duly executed certification on the applicable United States Internal Revenue Service Form W-8 or W-8BEN-E (or any successor form) wherein such Lender, Swingline Lender or Issuing Bank either (x) claims entitlement to complete exemption from U.S. federal withholding tax with respect to payments of interest to be received pursuant to the Credit Documents (as if such payments were U.S. source) or (y) certifies that it is not a United States person, provided, that, provided that in the case of subclause (y)) above, such Lender, Swingline Lender or Issuing Bank also shall submit a certificate substantially in the form of the applicable Exhibit 3.3 to the effect that such Lender, Swingline Lender or Issuing Bank (and/or the relevant beneficial owner of the Loan) is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. (ii) Each Agent or Arranger shall, (A) if such Agent or Arranger is a United States person (as such term is defined in Section 7701(a)(30) of the Code), submit to the Borrower and the Administrative Agent two copies of a properly completed and duly executed certification on Internal Revenue Service Form W-9 certifying to the effect that such Agent or Arranger, as applicable, is a United States person and is exempt from U.S. withholding tax, or (B) if such Agent or Arranger is not a United States person, submit to the Borrower and the Administrative Agent two copies of a properly completed and duly executed certification on the applicable United States Internal Revenue Service Form W-8 or W-8BEN-E (or any successor form) certifying that such Agent or Arranger, as applicable, is not a United States person. Each LenderIf any Agent or Arranger does not deliver an Internal Revenue Service Form W-9 or W-8ECI (or successor form), Swingline or any Lender or Issuing Bank that delivers a certificate pursuant receives or is entitled to be paid fees under any Credit Document or related fee letter (including the foregoing subsequently shall Fee Letter) does not deliver two further copies an Internal Revenue Service Form W-9 or W-8ECI (or successor form) hereunder, then such Agent, Arranger, Lender or Issuing Bank hereby represents and warrants on behalf of such certificate on or before the date itself that any such form expires fees received by or becomes obsolete, payable to it under any Credit Document or promptly after related fee letter (including the occurrence of any event requiring a change Fee Letter) are not for personal services performed in the most recent certificate so deliveredUnited States (within the meaning of Section 861 of the Code or U.S. Treasury regulations promulgated thereunder). (iiiii) Upon the request of the Borrower or the Administrative Agent, each Lender, the Swingline Lender Issuing Bank, Agent or Issuing Bank Arranger that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent properly completed and duly executed copies of any additional forms of the United States Internal Revenue Service (or any such successor forms as shall be adopted from time to time by the relevant United States U.S. taxing authorities) that the Borrower believe believes to be reasonably necessary to accomplish exemption from (or a reduced rate of) withholding obligations under then-applicable United States U.S. law or that the Administrative Agent believes to be necessary to facilitate the Administrative Agent’s performance under this Agreement; provided that the submission of such documentation shall not be required if in the such Lender’s, Swingline LenderIssuing Bank’s, Agent’s or Issuing BankArranger’s reasonable judgment judgment, such submission would subject such Lender, Swingline Lender Issuing Bank, Agent or Issuing Bank Arranger to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender, Swingline Lender or Issuing Bank, Agent or Arranger. (iiiiv) Each Lender, the Swingline Lender or Issuing Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent two copies of a properly completed and duly executed certification on United States Internal Revenue Service Form W-9 certifying to the effect that it is such a United States person and is exempt from U.S. withholding tax. (v) Each Lender, Issuing Bank, Agent and Arranger agrees that, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

U.S. Withholding Tax Exemptions. (i) Each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the date the initial Credit Extension is made hereunder or, if later, the date such Person becomes a Lender hereunder, two duly completed and signed copies of (a) Form W-8BEN or W-8BEN-E (relating to such Lender and entitling it to a properly completed and duly executed certification complete exemption from withholding under the Code on the applicable United States Internal Revenue Service Form W-8 (or any successor form) wherein all amounts to be received by such Lender, Swingline Lender or Issuing Bank either including fees, pursuant to the Loan Documents and the obligations thereunder), Form W-8ECI (x) claims entitlement relating to complete exemption from U.S. federal withholding tax with respect to payments all amounts to be received by such Lender, including fees, pursuant to the Credit Loan Documents (as if and the obligations thereunder) of the IRS or to the extent such payments were U.S. source) or (y) certifies that it Lender is not a United States personthe beneficial owner, providedexecuted copies of Form W-8IMY, thataccompanied by Form W-8ECI, in the case of subclause (y)Form W-8BEN or W 8BEN-E, such Lender, Swingline Lender or Issuing Bank also shall submit a certificate substantially in the form of Exhibit I, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable, establishing a complete exemption from withholding under the applicable Exhibit 3.3 Code on all amounts received by such beneficial owner including fees, pursuant to the effect Loan Documents and the obligations thereunder; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a certificate substantially in the form of Exhibit I on behalf of each such direct and indirect partner or (b) solely if such Lender is claiming exemption from United States withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a Form W-8BEN or W-8BEN-E, or any successor form prescribed by the IRS, and a certificate substantially in the form of Exhibit I entitling it to a complete exemption from withholding under the Code on all amounts to be received by such Lender, Swingline Lender or Issuing Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Codeincluding fees, a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender, Swingline Lender or Issuing Bank that delivers a certificate pursuant to the foregoing subsequently Loan Documents and the obligations thereunder. Upon any Lender changing its Lending Office, such Lender shall deliver two further submit to the Borrower and the Administrative Agent additional duly completed and signed copies of one or the other of such certificate on Forms (or before such successor forms as shall be adopted from time to time by the date that any relevant United States taxing authorities), and, in addition, from time to time each Lender shall submit to the Borrower and the Administrative Agent such form expires additional duly completed and signed copies of one or becomes obsoletethe 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) reasonably requested by the Borrower in a notice, directly or promptly after through the occurrence of any event requiring a change in the most recent certificate so delivered. Administrative Agent, to such Lender and (ii) required under then current United States law or regulations to avoid or reduce United States withholding Taxes on payments in respect of all amounts to be received by such Lender, including fees, pursuant to the Loan Documents or the obligations thereunder. Upon the request of the Borrower or the Administrative Agent, each Lender, the Swingline Lender or Issuing Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent properly a completed and duly executed copies of any additional forms of the United States Internal Revenue Service (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) that the Borrower believe to be reasonably necessary to accomplish exemption from (or a reduced rate of) withholding obligations under then-applicable United States law or that the Administrative Agent believes to be necessary to facilitate the Administrative Agent’s performance under this Agreement; provided that the submission of such documentation shall not be required if in the Lender’s, Swingline Lender’s or Issuing Bank’s reasonable judgment such submission would subject such Lender, Swingline Lender or Issuing Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender, Swingline Lender or Issuing Bank. (iii) Each Lender, the Swingline Lender or Issuing Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower two copies of a properly completed and duly executed certification on United States Internal Revenue Service Form W-9 to the effect that it is such a United States person and is exempt from U.S. withholding taxperson.