Common use of Withholding Exemption Certificates Clause in Contracts

Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7.

Withholding Exemption Certificates. Administrative Agent on Each Lender that is not a United States person within the Closing Date and each Lender meaning of Section 7701(a)(30) of the Code upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement Agreement, agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8IMY, W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8IMY, W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8IMY, W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8IMY, W-8ECI or W-8BEN that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without with an exemption or reduction of any deduction or withholding of United States federal Federal income tax, and in the case of Form W-8IMY, W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. In the case of a Lender entitled to an exemption from the withholding of United States federal income tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” such Lender shall also deliver to Administrative Agent and Borrower with its Form W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be, a certificate, or certificates, to the effect that such Lender (or in the case of a Form W-8IMY, such Lender’s beneficial owners to the extent applicable) is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code and (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender providing such a certificate shall provide a new certificate at any time thereafter when a change in such Lender’s circumstances renders an existing certificate obsolete or invalid or requires a new certificate to be provided, and within fifteen Banking Days after a reasonable written request of Administrative Agent or Borrower from time to time; provided that it shall not be a breach of this Section 2.5.7 if such Lender is unable to provide such certificate as a result of a Change of Law after the date it becomes a Lender hereunder. Each Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code shall provide two duly completed copies of United States Internal Revenue Service Form W-9 or successor applicable form, as the case may be, at the times specified for the delivery of forms under this Section 2.5.7 with respect to Forms W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.5.4.1 (or make an indemnification payment pursuant to Section 2.4.4.22.5.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.5.7.

Withholding Exemption Certificates. Administrative Agent on Each Lender that is not a United States person within the Closing Date and each Lender meaning of Section 7701(a)(30) of the Code upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement Agreement, agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies an executed copy of United States Internal Revenue Service Form W-8IMY, W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8IMY, W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8IMY, W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8IMY, W-8ECI or W-8BEN that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without with an exemption or reduction of any deduction or withholding of United States federal Federal income tax, and in the case of Form W-8IMY, W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. In the case of a Lender entitled to an exemption from the withholding of United States federal income tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” such Lender shall also deliver to Administrative Agent and Borrower with its Form W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be, a certificate, or certificates, to the effect that such Lender (or in the case of a Form W-8IMY, such Lender’s beneficial owners to the extent applicable) is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code and (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender providing such a certificate shall provide a new certificate at any time thereafter when a change in such Xxxxxx’s circumstances renders an existing certificate obsolete or invalid or requires a new certificate to be provided, and within fifteen Banking Days after a reasonable written request of Administrative Agent or Borrower from time to time; provided that it shall not be a breach of this Section 2.5.7 if such Lender is unable to provide such certificate as a result of a Change of Law after the date it becomes a Lender hereunder. Each Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code shall provide an executed copy of United States Internal Revenue Service Form W-9 or successor applicable form, as the case may be, at the times specified for the delivery of forms under this Section 2.5.7 with respect to Forms W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.5.4.1 (or make an indemnification payment pursuant to Section 2.4.4.22.5.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.5.7.

Withholding Exemption Certificates. Administrative Agent Agent, on the Closing Date Date, and each Lender Lender, upon becoming a Lender hereunder including any entity hereunder, and each Person to which any Lender grants a participation (or otherwise transfers its interest in this Agreement Financing Agreement), agrees that it will deliver, as soon as commercially practicable, to Borrower and Administrative Agent (and Administrative Agent agrees that it will promptly deliver to Borrower) (i) in the case of Administrative Agent and Borrower either Agent, Form W-8IMY (Atogether with any withholding statement required by applicable law) a statement that it is formed under the laws in respect of amounts to be received for or on account of the Lenders and Form W-8ECI in respect of amounts to be received for its own account, each duly completed; (ii) in the case of a Lender or Person that is a United States person (as defined in Section 7701(a)(30) of America or the Code), a state thereof copy of a United States Internal Revenue Service Form W-9, duly completed; or (Biii) if it in the case of a Lender or Person that is not so incorporateda United States person, a duly completed and executed letter in the form of Exhibit X-0, Xxxxxxx X-0 or Exhibit L-3 (Forms of “Withholding Certificate (Treaty)”, “Withholding Certificate (Effectively Connected)” and “Withholding Certificate (Portfolio Interest)”) as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Administrative Agent or Lender is entitled to receive payments under this Financing Agreement without deduction or withholding of any United States federal income taxesor withholding taxes and including, in each case, a U.S. taxpayer identification number (“TIN”) if required by such form or otherwise necessary to obtain the benefits being claimed. Each Lender which delivers to Borrower and Administrative Agent a Form W-8BEN or W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and to Administrative Agent further copies of the said letter and Form W-8ECI W-8BEN or W-8BENW-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to BorrowerBorrower and Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by BorrowerBorrower or Administrative Agent, certifying in the case of a Form W-8BEN or W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Financing Agreement and the other Financing Documents without deduction or withholding of any United States federal income or withholding taxes, unless in any such cases an event (including any a change in any treaty, applicable law or regulation) the interpretation or administration thereof by any Governmental Authority has occurred prior to the date on which any such delivery would otherwise be required required, which change renders all such forms inapplicable or which change would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, obligated to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 3.4(d) (or make an indemnification payment pursuant to Section 2.4.4.23.4(d)) to any Lender (including any entity Person to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Financing Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.73.4(e). In the event that any Lender fails or is unable to satisfy the provisions of this Section 3.4(e), Borrower, Administrative Agent and such Lender shall cooperate to find another Person to be substituted for such Lender in the manner provided in Section 12.13 hereof.

Withholding Exemption Certificates. Administrative Agent on Each Lender that is not formed under the Closing Date and each Lender laws of the United States of America or a state thereof upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement Agreement, agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.5.4.1 (or make an indemnification payment pursuant to Section 2.4.4.22.5.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.5.7.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, Lessor, if it is not incorporated under the laws of the United States of America or a state thereof, and each Lender upon becoming a Lender hereunder including any entity to Participant which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not incorporated under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, shall deliver to Lessee and Lessor two duly completed copies of United States Internal Revenue Service Form W-8ECI 1001 or W-8BEN 4224 (or successor applicable form), as the case may be, certifying in each case that Lessor or such Lender Participant, as the case may be, is entitled to receive payments under this Agreement and the other Operative Documents without deduction or withholding of any United States federal income taxes. Each Lender Person which delivers to Borrower Lessee and Administrative Agent Lessor a Form W-8ECI 1001 or W-8BEN 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower Lessee and Administrative Agent Lessor two further copies of the said letter and Form W-8ECI 1001 or W-8BEN, 4224 (or successor applicable forms), or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms form previously delivered by it to BorrowerLessee and Lessor, and such extensions or renewals thereof as may reasonably be requested by BorrowerLessee or Lessor, certifying in the case of a Form W-8ECI 1001 or W-8BEN 4224 that such Lender Person is entitled to receive payments under this Agreement and the other Operative Documents without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including without limitation any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent Lessor or a Lender Participant from duly completing and delivering any such letter or form with respect to it and Lessor or such Lender Participant advises Borrower Lessee and Lessor that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. If Lessor or any Participant fails to provide to Lessee or Lessor pursuant to this Subparagraph 2.13(b) (or, and in the case of Form W-8ECI an Assignee Participant, Subparagraph 7.05(b)) any certificates or W-8BENother evidence required by such provision to establish that such Lender is, establishing an exemption from at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement and the other Operative Documents without deduction or withholding of any United States backup withholding tax. Borrower federal income taxes, Lessor or such Participant, as the case may be, shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) entitled to any indemnification under Subparagraph 2.13(a) for any Indemnified Taxes imposed on such Lender (including any entity to which any Lender sells, assigns, grants primarily as a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure result of such Lender to comply with its obligations under this Section 2.4.7failure.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.5.4.1 (or make an indemnification payment pursuant to Section 2.4.4.22.5.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.5.7.

Withholding Exemption Certificates. Administrative Agent on Each Lender that is not formed under the Closing Date and each Lender laws of the United States of America or a state thereof upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement Agreement, agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, Obligors two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower the Obligors and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower the Obligors and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrowerthe Obligors, and such extensions or renewals thereof as may reasonably be requested by Borrowerthe Obligors, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower the Obligor that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower No Obligor shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.5.4.1 (or make an indemnification payment pursuant to Section 2.4.4.22.5.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.5.7.

Withholding Exemption Certificates. Administrative Agent on Each Lender that is not a United States person within the Closing Date and each Lender meaning of Section 7701(a)(30) of the Code upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement Agreement, agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies an executed copy of United States Internal Revenue Service Form W-8IMY, W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8IMY, W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8IMY, W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8IMY, W-8ECI or W-8BEN that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without with an exemption or reduction of any deduction or withholding of United States federal Federal income tax, and in the case of Form W-8IMY, W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. In the case of a Lender entitled to an exemption from the withholding of United States federal income tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” such Lender shall also deliver to Administrative Agent and Borrower with its Form W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be, a certificate, or certificates, to the effect that such Lender (or in the case of a Form W-8IMY, such Lender’s beneficial owners to the extent applicable) is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code and (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender providing such a certificate shall provide a new certificate at any time thereafter when a change in such Lender’s circumstances renders an existing certificate obsolete or invalid or requires a new certificate to be provided, and within fifteen Banking Days after a reasonable written request of Administrative Agent or Borrower from time to time; provided that it shall not be a breach of this Section 2.5.7 if such Lender is unable to provide such certificate as a result of a Change of Law after the date it becomes a Lender hereunder. Each Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code shall provide an executed copy of United States Internal Revenue Service Form W-9 or successor applicable form, as the case may be, at the times specified for the delivery of forms under this Section 2.5.7 with respect to Forms W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.5.4.1 (or make an indemnification payment pursuant to Section 2.4.4.22.5.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.5.7.

Withholding Exemption Certificates. Administrative Agent on On the Closing Date and each Lender Date, or upon becoming a Lender hereunder including any entity to which any hereunder, each Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Borrower and Administrative Agent and Borrower either (Ai) a statement that if it is formed incorporated under the laws of the United States of America or a state thereof thereof, two duly completed originals or copies of the United States Internal Revenue Service Form W-9; (Bii) if it is not so incorporated, two duly completed originals or copies of United States Internal Revenue Service Form W-8ECI W-8ECI, Form W-8BEN/W-8BEN-E or W-8BEN Form W-8IMY or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes; or (iii) in the case of such a Lender that is entitled to claim exemption from withholding of United States Federal income tax under Section 871(h) or Section 881(c) of the Code, (x) a certificate to the effect that such Lender is (A) not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) not a “10 percent shareholder” within the meaning of Section 881(c)(3)(B) of the Code and (C) not a controlled foreign corporation described in Section 881(c)(3)(C) of the Code and (y) two accurate, complete and signed copies of United States Internal Revenue Service Form W-8BEN/W-8BEN-E or successor form. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI W-9, W-8ECI, W-8IMY or W-8BEN W- 8BEN/W-8BEN-E pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further completed originals or copies of the said letter and Form W-8ECI W- 9, W-8ECI, or W-8IMY or W-8BEN/W-8BEN-E, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by BorrowerBorrower or Administrative Agent, certifying in the case of a Form W-8ECI W-8ECI, W- 8IMY or W-8BEN W-8BEN/W-8BEN-E that such Lender is entitled to receive payments under this Agreement Agreement, the Notes and the other Credit Documents without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7.

Withholding Exemption Certificates. Administrative Agent on At least three (3) Business Days prior to the Closing Date and date of the initial Borrowing or, if such date does not occur within 30 days after the date of execution of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement Bank agrees that it will deliver to Administrative Borrower and Agent and Borrower either (Ai) a statement that it is formed incorporated under the laws of the United States of America or a state thereof or (Bii) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8ECI 1001 or W-8BEN 4224 or successor applicable form, as the case may be, certifying in each case that such Lender Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender Bank which delivers to Borrower and Administrative Agent a Form W-8ECI 1001 or W-8BEN 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower and Administrative Agent two further copies of the said letter and Form W-8ECI 1001 or W-8BEN4224, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms form previously delivered by it to BorrowerBorrower and Agent, and such extensions or renewals thereof as may reasonably be requested by BorrowerBorrower or Agent, certifying in the case of a Form W-8ECI 1001 or W-8BEN 4224 that such Lender Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including without limitation any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender Bank from duly completing and delivering any such letter or form with respect to it and such Lender Bank advises Borrower and Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7.

Withholding Exemption Certificates. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Financing Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.4(g)(ii)(A), 2.4(g)(ii)(B) and 2.4(g)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on the Closing Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent Lender becomes a Lender under this Agreement (and from duly completing and delivering any such letter time to time thereafter upon the reasonable request of the Borrower or form with respect to it and the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender advises Borrower that is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is not capable legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of receiving payments without any deduction copies as shall be requested by the applicable Withholding Agent) on or withholding prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of United States federal income taxthe Borrower or the Administrative Agent), and whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Financing Document, executed copies of IRS Form W-8ECI W-8BEN or IRS Form W-8BEN, -E (whichever is applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Financing Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) an executed certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the 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 (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable); or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by one or more of the following executed forms from United States backup withholding tax. Borrower shall not be obligatedeach of the Foreign Lender’s direct or indirect partners/members, howeveror Participants, or any Participant’s direct or indirect partners/members, as appropriate: IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership for U.S. federal income tax purposes and one or more direct or indirect partners/members of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner/member; (C) any Foreign Lender shall, to pay the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the applicable Withholding Agent) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Financing Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional amounts in respect documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of United States Federal income tax this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (E) The Administrative Agent shall deliver to the Borrower on or prior to the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), an executed copy of IRS Form W-9. (iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.4.4.1 2.4(g) expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification or notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (iv) Xxxxx Fargo Bank, National Association, both in its individual capacity and in its capacity as the Administrative Agent and the Withholding Agent, has no liability to any Loan Party, the Lenders or make an indemnification any other Person in connection with any tax withholding amounts paid or withheld from any payment pursuant to Section 2.4.4.2) applicable Law or arising from any Loan Party’s or a Lender’s failure, as applicable, to any Lender (including any entity to which any Lender sellstimely provide an accurate, assignscorrect and complete IRS Form W-9, grants a participation in, an appropriate IRS Form W-8 or otherwise transfers its rights such other documentation contemplated under this Agreement. (v) if Upon request from an applicable Withholding Agent, the obligation to pay Borrower will provide such additional amounts (information that it may have to assist such Withholding Agent in making any withholdings or informational reports to the extent such indemnification) would not have arisen but information is necessary for a failure of such Lender the Withholding Agent to comply with its tax withholding obligations under this Section 2.4.7applicable Law.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Advance or, if such date does not occur within thirty (30) days after the date of this Participation Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees Participant that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state or political subdivision thereof or (B) if it is not so incorporated, shall deliver to the Lessee and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender Participant is entitled to receive payments under this Participation Agreement without deduction or withholding or with reduced deduction or withholding of any United States federal income taxes. Each Lender which delivers such Participant further agrees (i) promptly to Borrower notify the Lessee and the Administrative Agent a Form W-8ECI of any change of circumstances that would prevent such Participant from receiving payments hereunder without any deduction or W-8BEN pursuant to withholding or with reduced deduction or withholding of such taxes as indicated on the preceding sentence further undertakes to deliver to Borrower most recent such certificate or other form previously delivered by such Participant and (ii) if such Participant has not so notified the Lessee and the Administrative Agent further copies of any change of circumstances which would prevent such Participant from receiving payments hereunder without any deduction or withholding or with reduced deduction or withholding of taxes as indicated on the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, most recent such certificate or other manner of certification or procedureform previously delivered by such Participant, as the case may be, then on or before the date that any certificate or other form delivered by such letter or form Participant under this Section 13.13(b) expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms such certificate or form previously delivered by it such Participant, to Borrower, deliver to the Lessee and such extensions the Administrative Agent a new certificate or renewals thereof as may reasonably be requested by Borrowerform, certifying in the case of a Form W-8ECI or W-8BEN that such Lender Participant is entitled to receive payments under the Operative Documents without deduction or withholding or with reduced deduction or withholding of such taxes. If any Participant fails to provide to the Lessee or the Administrative Agent pursuant to this Agreement Section 13.13(b) (or, in the case of any Person that becomes a Participant through an assignment by another Participant, pursuant to Section 12.1) any certificates or other evidence required by such provision to establish that such Participant is, at the time it becomes a Participant hereunder, entitled to receive payments under the Operative Documents without deduction or withholding or with reduced deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower Participant shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) entitled to any Lender (including indemnification under Section 13.13(a) for any entity withholding taxes to which any Lender sells, assigns, grants the extent imposed on such Participant primarily as a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure result of such Lender to comply with its obligations under this Section 2.4.7failure.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Borrowing or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, shall deliver to the Borrowers and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each such Lender which delivers further agrees (i) promptly to Borrower notify the Borrowers and the Administrative Agent a Form W-8ECI of any change of circumstances (including any change in any treaty, law or W-8BEN pursuant to regulation) which would prevent such Lender from receiving payments hereunder without any deduction or withholding of such Taxes and (ii) if such Lender has not so notified the preceding sentence further undertakes to deliver to Borrower Borrowers and the Administrative Agent further copies of the said letter and Form W-8ECI any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or W-8BENwithholding of taxes, or successor applicable forms, or other manner of certification or procedure, as the case may be, then on or before the date that any certificate or other form delivered by such letter or form Lender under this Section 2.12(e) expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms such certificate or form previously delivered by it such Lender, to Borrower, deliver to the Borrowers and such extensions the Administrative Agent a new certificate or renewals thereof as may reasonably be requested by Borrowerform, certifying that such Lender is entitled to receive payments under this Agreement without deduction or such taxes, but only if and to the extent such Lender is legally entitled to do so. If (i) there has not occurred any change of circumstances (including any change in any treaty, law or regulation) which would prevent a Lender from receiving payments hereunder without any deduction or withholding of such Taxes, which would present a Lender from doing so and (ii) such Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15) fails to provide to the Borrowers or the Administrative Agent pursuant to this Section 2.12(e) (or, in the case of a Form W-8ECI an Assignee Lender, Section 8.05(c)) any certificates or W-8BEN other evidence required by such provision to establish that such Lender is is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in such Lender shall not be entitled to any indemnification under Section 2.12(a) for any Taxes imposed on such cases an event (including any change in any treatyLender primarily as a result of such failure, law or regulation) has occurred prior except to the date on which any extent that such delivery would otherwise be required which renders all Lender (or its assignor, if any) was entitled, at the time such forms inapplicable or which would reasonably prevent Lender became a Lender hereunder, to receive additional amounts from duly completing and delivering any such letter or form the Borrower with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.12(a).

Withholding Exemption Certificates. Administrative Agent on Each Lender that is not a United States person within the Closing Date and each Lender meaning of Section 7701(a)(30) of the Code upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement Agreement, agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, Obligors two duly completed copies of United States Internal Revenue Service Form W-8IMY, W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes. Each Lender which delivers to Borrower the Obligors and Administrative Agent a Form W-8IMY, W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower the Obligors and Administrative Agent further copies of the said letter and Form W-8IMY, W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrowerthe Obligors, and such extensions or renewals thereof as may reasonably be requested by Borrowerthe Obligors, certifying in the case of a Form W-8IMY, W-8ECI or W-8BEN that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower the Obligors that it is not capable of receiving payments without with an exemption or reduction of any deduction or withholding of United States federal Federal income tax, and in the case of Form W-8IMY, W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. In the case of a Lender entitled to an exemption from the withholding of United States federal income tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” such Lender shall also deliver to Administrative Agent and the Obligors with its Form W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be, a certificate, or certificates, to the effect that such Lender (or in the case of a Form W-8IMY, such Lender’s beneficial owners to the extent applicable) is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code and (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender providing such a certificate shall provide a new certificate at any time thereafter when a change in such Lender’s circumstances renders an existing certificate obsolete or invalid or requires a new certificate to be provided, and within fifteen Banking Days after a reasonable written request of Administrative Agent or the Obligors from time to time; provided that it shall not be a breach of this Section 2.5.7 if such Lender is unable to provide such certificate as a result of a Change of Law after the date it becomes a Lender hereunder. Each Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code shall provide two duly completed copies of United States Internal Revenue Service Form W-9 or successor applicable form, as the case may be, at the times specified for the delivery of forms under this Section 2.5.7 with respect to Forms W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be. No Obligor shall be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.5.4.1 (or make an indemnification payment pursuant to Section 2.4.4.22.5.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.5.7.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees and each LC Issuer upon becoming an LC Issuer agree that it they will deliver to the Administrative Agent and the Borrower either (Aa) if such Lender is a statement that it United States person (as such term is formed under the laws defined in Section 7701(a)(30) of the Code), an executed copy of a United States of America or a state thereof Internal Revenue Service Form W-9, or (Bb) if it such Lender is not so incorporateda United States person (as such term is defined in Section 7701(a)(30) of the Code), two duly completed copies of United States Internal Revenue Service Form W-8ECI W-8BEN or W-8BEN W-8BEN-E, W-8ECI, W-8EXP or W-8IMY or successor applicable form, as the case may bebe (certifying therein an entitlement to an exemption from or reduction in, certifying United States withholding taxes) plus, in each the case that of a Lender using the so-called “portfolio interest exemption,” a duly completed and executed non-bank certificate in the form of Exhibits E-1, E-2, E-3 or E-4, as applicable to such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes(each a “U.S. Tax Compliance Certificate”). Each Lender or LC Issuer which delivers to the Borrower and the Administrative Agent a Form W-8ECI W-9, W-8BEN or W-8BEN W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and/or a U.S. Tax Compliance Certificate, as the case may be, pursuant to the preceding sentence further undertakes to deliver to the Borrower and the Administrative Agent further copies of the said letter and Form W-8ECI W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, or successor applicable forms, or other manner of certification or procedure, and a U.S. Tax Compliance Certificate, as the case may be, on or before the date that any such letter form or form certificate expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrowerit, and such extensions or renewals thereof as may reasonably be requested by Borrowerthe Borrower or the Administrative Agent, certifying in the case of a Form W-8ECI W-9, W-8BEN or W-8BEN W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and/or a U.S. Tax Compliance Certificate, as the case may be, that such Lender or LC Issuer is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, or at a reduced rate, unless in any such cases an event (including any change in any treaty, law law, regulation or regulationthe circumstance of any Obligor or Affiliate of any Obligor (other than an Affiliate that is a Credit Party) or any designation of a new lending office or assignment or other applicable exception has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms or certificates inapplicable or which would reasonably prevent a Lender or LC Issuer from duly completing and delivering any such letter form or form certificate with respect to it and such Lender or LC Issuer advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtax or at a reduced rate. Notwithstanding any other provision of this Section 2.7.5, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower no Person shall not be obligated, however, required to pay deliver any additional amounts in respect of United States Federal income tax form pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.7.5 that such Person is not legally able to deliver.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Borrowing or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, shall deliver to Borrower and Agent two duly completed copies of United States Internal Revenue Service Form W-8ECI 1001 or W-8BEN 4224 (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI 1001 or W-8BEN 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower and Administrative Agent two further copies of the said letter and Form W-8ECI 1001 or W-8BEN, 4224 (or successor applicable forms, or other manner of certification or procedure), as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms form previously delivered by it such Lender to Borrower, Borrower and such extensions or renewals thereof as may reasonably be requested by BorrowerAgent, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in . Each Lender which is not organized under the laws of the United States of America or a state thereof further agrees (i) promptly to notify Agent and Borrower of any such cases an event change of circumstances (including without limitation any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a such Lender from duly completing receiving payments hereunder without any deduction or withholding of United States federal income tax and delivering (ii) to furnish to Agent and Borrower any such letter other manner of certification as Agent or form with respect Borrower may reasonably request to it and establish the right of such Lender advises Borrower that it is not capable of receiving to receive payments hereunder without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Lender Each Bank upon becoming a Lender hereunder including any entity Bank and each Person to which any Lender Bank grants a participation (or otherwise transfers its interest in this Agreement agrees that it Agreement) upon the granting of such participation (or the occurrence of such other transfer) will deliver to Administrative Agent and Borrower either (Aa) if such Bank or Person is a statement that it is formed corporation established under the laws of the United States or any political subdivision thereof, an executed copy of America or a state thereof United States Internal Revenue Service Form W-9, or (Bb) if it such Bank or Person is not so incorporateda corporation established under the laws of the United States or any political subdivision thereof, a duly completed and executed non-bank certificate in the form of Exhibit J hereto, if applicable, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN or successor applicable form, as the case may bebe (certifying therein an entitlement to a reduction in, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any an exemption from, United States federal income withholding taxes). Each Lender Bank or Person which delivers to Borrower and Administrative Agent a Form W-8BEN or W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to shall deliver to Borrower and Administrative Agent further two copies of the said letter and each Form W-8ECI W-8BEN or W-8BENW-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8BEN or W-8ECI or W-8BEN that such Lender Bank is entitled to receive payments under this Agreement without deduction or withholding (or at a reduced rate of withholding under any applicable tax treaty) of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender Bank from duly completing and delivering any such letter or form with respect to it and such Lender Bank advises Borrower that it is not capable of receiving payments without any deduction or withholding (or at a reduced rate of withholding) of United States federal income tax, and in the case of Form W-8ECI W-8BEN or W-8BENW- 8ECI, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal federal income tax pursuant to Section 2.4.4.1 2.4.4 (or make an indemnification payment pursuant to Section 2.4.4.22.4.4) to any Lender Bank (including any entity to which any Lender Bank sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement, any Note or any other Credit Document) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender Bank to comply with its obligations under this Section 2.4.72.4.6.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Loans or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or shall deliver to the Borrower and the Administrative Agent (BA) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments of interest under this Agreement without deduction or withholding of any United States federal income taxes, or (B) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC and cannot deliver either United States Internal Revenue Service Form W-8BEN or Form W-8ECI (with respect to a complete exemption under an income tax treaty) pursuant to clause (A) above (any such lender, a “Non-Bank Lender”), (x) a certificate substantially in the form of Exhibit J (any such certificate, a “Non-Bank Certificate”) and (y) two accurate and complete original signed copies of United States Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement. Each such Lender which delivers further agrees (i) promptly to notify the Borrower and the Administrative Agent a Form W-8ECI of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or W-8BEN pursuant to withholding of Indemnifiable Taxes and (ii) if such Lender has not so notified the preceding sentence further undertakes to deliver to Borrower and the Administrative Agent further copies of the said letter and Form W-8ECI any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or W-8BENwithholding of Indemnifiable Taxes, or successor applicable forms, or other manner of certification or procedure, as the case may be, then on or before the date that any certificate or other form delivered by such letter or form Lender under this Section 2.12(e) expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms such certificate or form previously delivered by it such Lender, to Borrower, deliver to the Borrower and such extensions the Administrative Agent a new certificate or renewals thereof as may reasonably be requested by Borrowerform, certifying that such Lender is entitled to receive payments under this Agreement without deduction of Indemnifiable Taxes, but only if and to the extent such Lender is legally entitled to do so. If a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15) fails to provide to the Borrower or the Administrative Agent pursuant to the first sentence of this Section 2.12(e) (or, in the case of a Form W-8ECI an Assignee Lender, Section 8.05(c)) any certificates or W-8BEN other evidence required by such provision to establish that such Lender is is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in such Lender shall not be entitled to any indemnification under Section 2.12(a) for any such cases an event (including any change in any treatyTaxes imposed on such Lender primarily as a result of such failure, law or regulation) has occurred prior except to the date on which any extent that such delivery would otherwise be required which renders all Lender (or its assignor, if any) was entitled, at the time such forms inapplicable or which would reasonably prevent Lender became a Lender hereunder, to receive additional amounts from duly completing and delivering any such letter or form the Borrower with respect to such Tax pursuant to Section 2.12(a). Notwithstanding anything to the contrary contained in this Section 2.12, the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 2.12(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it and such Lender advises Borrower that it is not capable as described in the immediately preceding sentence as a result of receiving payments without any deduction changes after the Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7similar Taxes.

Withholding Exemption Certificates. Administrative Each Borrower may from time to time, by written notice to the Agent and each Lender, designate an office from which payments under this Agreement shall be made (an “Applicable Payment Office”). FIL’s Applicable Payment Office shall be deemed to be in Hong Kong unless otherwise designated in writing by FIL. If a Borrower other than FIL does not designate an Applicable Payment Office, such Borrower’s Applicable Payment Office shall be deemed to be located in the jurisdiction in which such Borrower is organized. On or prior to the Effective Date (or, with respect to any Lender which is not a party to this Agreement on the Closing Date and Effective Date, on or prior to the date any other Lender becomes a Lender hereunder), each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States jurisdiction of America a Borrower’s Applicable Payment Office shall notify the applicable Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from such Borrower’s Applicable Payment Office for the account of such Lender’s Lending Office without deduction or a state thereof withholding of any income taxes (or (Bwith reduced deduction or withholding of any such taxes) if imposed by the jurisdiction of such Borrower’s Applicable Payment Office. If such Lender is so entitled, it is not so incorporatedshall promptly deliver to such Borrower and/or any other appropriate person(s) such certificates, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, forms and/or other documents as the case it may be, lawfully provide certifying in each case that such Lender is entitled to receive such payments without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) as such Borrower shall reasonably request to establish such fact. If, after the Effective Date, any Borrower designates an Applicable Payment Office that is different than such Borrower’s then existing Applicable Payment Office, each Lender which is not organized under the laws of the jurisdiction of such new Applicable Payment Office shall, as soon as practicable and in any event within thirty (30) days of such designation (or if not practicable within such period, then as soon as practicable thereafter but in any event within a period of sixty (60) days of such designation), notify the applicable Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from such Borrower’s new Applicable Payment Office for the account of such Lender’s Lending Office without deduction or withholding of any United States federal income taxes (or with reduced deduction or withholding of any such taxes. Each Lender which delivers to Borrower ) imposed by the jurisdiction of such Borrower’s new Applicable Payment Office and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to promptly deliver to such Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BENand/or any other appropriate person(s) such certificates, or successor applicable forms, or and/or other manner of certification or procedure, documents as the case it may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, lawfully provide certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive such payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in taxes (or with reduced deduction or withholding of any such cases an event taxes) as such Borrower shall reasonably request to establish such fact. Each such Lender further agrees (i) promptly to notify the applicable Borrower(s) and Agent of any change of circumstances (including any change in any treaty, law or regulationregulation or any change of such Lender’s Applicable Lending Office) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a such Lender from duly completing and delivering any receiving such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments hereunder without any deduction or withholding of United States federal income taxsuch taxes (or with reduced deduction or withholding of any such taxes) and (ii) if such Lender is still legally entitled to do so, then on or before the date that any certificate, form and/or other documents delivered by such Lender under this Subparagraph 2.13(b) expires or otherwise becomes inapplicable, to deliver to the applicable Borrower(s) and Agent new certificate(s), form(s) and/or other documents, certifying that such Lender is entitled to receive such payments under this Agreement without deduction or withholding of such taxes (or with reduced deduction or withholding of any such taxes). If any Lender that may lawfully provide such certification fails to provide to Agent and the applicable Borrower pursuant to this Subparagraph 2.13(b) (or, in the case of Form W-8ECI a Participant, Subparagraph 8.05(b)) any notifications, certificates or W-8BENother evidence required by this provision, establishing an exemption from United States backup withholding tax. Borrower such Lender shall not be obligatedentitled to any indemnification under Subparagraph 2.13(a) for any Non-Excluded Taxes imposed on such Lender primarily as a result of such failure. Notwithstanding the foregoing, however, if such Lender is not entitled to pay any additional amounts in respect receive payments on its Loans without deduction or withholding of United States Federal income tax pursuant to Section 2.4.4.1 taxes (or make an indemnification payment pursuant with reduced deduction or withholding of any such taxes) and cannot lawfully provide any such form, it shall continue to Section 2.4.4.2) be entitled to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure benefits of such Lender to comply with its obligations under this Section 2.4.7Subparagraph 2.13(a).

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Effective Date and (or the Assignment Effective Date in the case of any Bank which becomes a Bank hereunder after the Effective Date), each Lender upon becoming a Lender hereunder including any entity to Bank which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not incorporated under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, shall deliver to Borrower and Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8ECI 1001 or W-8BEN 4224 (or successor applicable form), as the case may be, certifying in each case that such Lender Bank is entitled to receive payments under this Restated Credit Agreement without deduction or withholding of any United States federal income taxes. Each Lender Bank which delivers to Borrower and Administrative Agent a Form W-8ECI 1001 or W-8BEN 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower and Administrative Agent two further copies of the said letter and Form W-8ECI 1001 or W-8BEN, 4224 (or successor applicable forms), or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms form previously delivered by it to BorrowerBorrower and Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by BorrowerBorrower or Administrative Agent, certifying in the case of a Form W-8ECI 1001 or W-8BEN 4224 that such Lender Bank is entitled to receive payments under this Restated Credit Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including without limitation any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender Bank from duly completing and delivering any such letter or form with respect to it and such Lender Bank advises Borrower and Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, required to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (Administrative Agent or make an indemnification payment pursuant any Bank hereunder to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the extent that the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of by Administrative Agent or such Lender Bank to comply with its obligations under the provisions of this Section 2.4.7Subparagraph 2.10(b) or the last sentence of Subparagraph 8.05(c).

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Revolving Loan Borrowing or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, shall deliver to the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each such Lender which delivers further agrees (i) promptly to notify the Borrower and the Administrative Agent a Form W-8ECI of any change of circumstances (including any change in any treaty, law or W-8BEN pursuant to regulation) which would prevent such Lender from receiving payments hereunder without any deduction or withholding of such Taxes and (ii) if such Lender has not so notified the preceding sentence further undertakes to deliver to Borrower and the Administrative Agent further copies of the said letter and Form W-8ECI any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or W-8BENwithholding of taxes, or successor applicable forms, or other manner of certification or procedure, as the case may be, then on or before the date that any certificate or other form delivered by such letter or form Lender under this Section 2.12(e) expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms such certificate or form previously delivered by it such Lender, to Borrower, deliver to the Borrower and such extensions the Administrative Agent a new certificate or renewals thereof as may reasonably be requested by Borrowerform, certifying that such Lender is entitled to receive payments under this Agreement without deduction or such taxes, but only if and to the extent such Lender is legally entitled to do so. If (i) there has not occurred any change of circumstances (including any change in any treaty, law or regulation) which would prevent a Lender from receiving payments hereunder without any deduction or withholding of such Taxes, which would present a Lender from doing so and (ii) such Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15) fails to provide to the Borrower or the Administrative Agent pursuant to this Section 2.12(e) (or, in the case of a Form W-8ECI an Assignee Lender, Section 8.05(c)) any certificates or W-8BEN other evidence required by such provision to establish that such Lender is is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in such Lender shall not be entitled to any indemnification under Section 2.12(a) for any Taxes imposed on such cases an event (including any change in any treatyLender primarily as a result of such failure, law or regulation) has occurred prior except to the date on which any extent that such delivery would otherwise be required which renders all Lender (or its assignor, if any) was entitled, at the time such forms inapplicable or which would reasonably prevent Lender became a Lender hereunder, to receive additional amounts from duly completing and delivering any such letter or form the Borrower with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.12(a).

Withholding Exemption Certificates. On or prior to (i) the date of the initial Borrowing or issuance of a Letter of Credit or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, or (ii) in the case of a designation of a new lending office (other than pursuant to Section 2.12(c) or Section 2.11(e)) or appointment of a successor Administrative Agent, the effective date thereof, each Lender and successor Administrative Agent on the Closing Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, shall deliver to the Borrower and the Administrative Agent as appropriate two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor W-8ECI (and/or other applicable formforms or certifications), as the case may be, certifying in each case that such Lender Person is entitled to receive payments under this Agreement and other Credit Documents without deduction or withholding of any United States federal income taxes. Each such Person further agrees to promptly notify the Borrower and the Administrative Agent (as appropriate) of any change of circumstances (including any change in any treaty, law or regulation) which would prevent such Person from receiving payments hereunder without any deduction or withholding of such taxes. On or before the date that any certificate or other form delivered by such Person under this Section 2.12(b) expires or becomes obsolete or inaccurate or after the occurrence of any event requiring a change in the most recent such certificate or form previously delivered by such Person, such Person Agrees (to the extent it is entitled to do so) to deliver to the Borrower and the Administrative Agent (as appropriate) a new certificate or form, certifying that such Person is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxessuch Taxes or subject to withholding of Taxes at a reduced rate. Each Lender, Assignee Lender which delivers to Borrower and Administrative Agent that is a United States person, as defined in section 7701(a)(30) of the IRC (other than Persons that the Borrower may treat as otherwise exempt from United States backup withholding tax), shall deliver at the time(s) and in the manner(s) described above with respect to the other forms, to the Borrower and the Administrative Agent (as applicable), properly completed and duly executed United States Internal Revenue Service Form W-8ECI W-9 and/or other forms and certification, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. If any such Person fails to provide to the Borrower or W-8BEN the Administrative Agent (as appropriate) pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BENthis Section 2.12(b) (or, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI an Assignee Lender, Section 8.05(c)) any certificates or W-8BEN other evidence required by such provision to establish that such is Person, at the time it becomes a Lender, Assignee Lender is or successor Administrative Agent hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower Person shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) entitled to any Lender (including indemnification under Section 2.12(a) for any entity to which any Lender sells, assigns, grants Taxes imposed on such Person primarily as a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure result of such Lender to comply with its obligations under this Section 2.4.7failure.

Withholding Exemption Certificates. Administrative Agent On or prior to the Effective Date (or, with respect to any Lender which is not a party to this Agreement on the Closing Date and Effective Date, on or prior to the date any other Lender becomes a Lender hereunder), each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America shall notify Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from Borrower’s Applicable Payment Office for the account of such Lender’s Applicable Lending Office without deduction or a state thereof withholding of any income taxes (or (Bwith reduced deduction or withholding of any such taxes) if it is not so incorporatedimposed by the jurisdiction of such Borrower’s Applicable Payment Office and promptly deliver to such Borrower and/or any other appropriate person(s) such certificates, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, forms and/or other documents certifying in each case that such Lender is entitled to receive such payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI taxes (or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without with reduced deduction or withholding of any United States federal income such taxes, unless in ) as such Borrower shall reasonably request to establish such fact. Each such Lender further agrees (i) promptly to notify Borrower and Agent of any such cases an event change of circumstances (including any change in any treaty, law or regulationregulation or any change of such Lender’s Applicable Lending Office) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a such Lender from duly completing and delivering any receiving such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments hereunder without any deduction or withholding of United States federal income taxsuch taxes (or with reduced deduction or withholding of any such taxes) and (ii) if such Lender is still legally entitled to do so, then on or before the date that any certificate, form and/or other documents delivered by such Lender under this Subparagraph 2.13(b) expires or otherwise becomes inapplicable, to deliver to Borrower and Agent a new certificate, form and/or other documents, certifying that such Lender is entitled to receive such payments under this Agreement without deduction or withholding of such taxes (or with reduced deduction or withholding of any such taxes). If any Lender that is legally entitled to do so fails to provide to Agent and Borrower pursuant to this Subparagraph 2.13(b) (or, in the case of Form W-8ECI a Participant, Subparagraph 8.05(b)) any notifications, certificates or W-8BENother evidence required by this provision, establishing an exemption from United States backup withholding tax. Borrower such Lender shall not be obligatedentitled to any indemnification under Subparagraph 2.13(a) for any Non-Excluded Taxes imposed on such Lender primarily as a result of such failure. Notwithstanding the foregoing, however, if such Lender is not entitled to pay any additional amounts in respect receive payments on its Loans without deduction or withholding of United States Federal income tax pursuant to Section 2.4.4.1 taxes (or make an indemnification payment pursuant with reduced deduction or withholding of any such taxes) and cannot lawfully provide any such forms, it shall continue to Section 2.4.4.2) be entitled to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure benefits of such Lender to comply with its obligations under this Section 2.4.7Subparagraph 2.13(a).

Withholding Exemption Certificates. Administrative Agent On or prior to the date of the initial Borrowing or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender on the Closing Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, shall deliver to the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers agrees (i) promptly to notify the Borrower and the Administrative Agent a Form W-8ECI of any change of circumstances (including any change in any treaty, law or W-8BEN pursuant to regulation) after the preceding sentence further undertakes to deliver to Closing Date which would prevent such Lender from receiving payments hereunder without any deduction or withholding of Taxes and (ii) if such Lender has not so notified the Borrower and the Administrative Agent further copies of the said letter and Form W-8ECI any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or W-8BENwithholding of taxes, or successor applicable forms, or other manner of certification or procedure, as the case may be, then on or before the date that any certificate or other form delivered by such letter or form Lender under this Section 2.12(e) expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms such certificate or form previously delivered by it such Lender, to Borrower, deliver to the Borrower and such extensions the Administrative Agent a new certificate or renewals thereof as may reasonably be requested by Borrowerform, certifying that such Lender is entitled to receive payments under this Agreement without deduction or Taxes, but only if and to the extent such Lender is legally entitled to do so. If (i) there has not occurred any change of circumstances (including any change in any treaty, law or regulation) after the Closing Date which would prevent a Lender from receiving payments hereunder without any deduction or withholding of Taxes and (ii) such Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15) fails to provide to the Borrower or the Administrative Agent pursuant to this Section 2.12(e) (or, in the case of a Form W-8ECI an Assignee Lender, Section 8.05(c)) any certificates or W-8BEN other evidence required by such provision to establish that such Lender is is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in such Lender shall not be entitled to any indemnification under Section 2.12(a) for any Taxes imposed on such cases an event (including any change in any treatyLender primarily as a result of such failure, law or regulation) has occurred prior except to the date on which any extent that such delivery would otherwise be required which renders all Lender (or its assignor, if any) was entitled, at the time such forms inapplicable or which would reasonably prevent Lender became a Lender hereunder, to receive additional amounts from duly completing and delivering any such letter or form the Borrower with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax Tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.12(a).

Withholding Exemption Certificates. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Financing Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.4(g)(ii)(A), 2.4(g)(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person, (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the Closing Date [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and each filed separately with the Securities and Exchange Commission. date on which such Lender upon becoming becomes a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in under this Agreement agrees that it will deliver (and from time to Administrative Agent and Borrower either (A) a statement that it is formed under time thereafter upon the laws reasonable request of the United States Borrower or the Administrative Agent), executed originals of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service IRS Form W-8ECI or W-8BEN or successor applicable form, as the case may be, W-9 certifying in each case that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers do so, deliver to the Borrower and the Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further (in such number of copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably shall be requested by Borrower, certifying in the case of a Form W-8ECI recipient) on or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent Foreign Lender becomes a Lender under this Agreement (and from duly completing and delivering any such letter time to time thereafter upon the reasonable request of the Borrower or form with respect to it and such Lender advises Borrower that it the Administrative Agent), whichever of the following is not capable of receiving payments without any deduction or withholding of United States federal income tax, and applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Financing Document, executed originals of IRS Form W-8ECI or W-8BEN, W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Financing Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the 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 (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or (4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I, IRS Form W-9, and/or other certification documents from United States backup withholding taxeach beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender [***] Confidential treatment has been requested for the bracketed portions. Borrower shall not be obligatedThe confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. are claiming the portfolio interest exemption, howeversuch Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I on behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to pay any additional amounts the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in respect such number of United States Federal income tax pursuant copies as shall be requested by the recipient) on or prior to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any the date on which such Foreign Lender (including any entity to which any becomes a Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this AgreementAgreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if the obligation a payment made to pay such additional amounts (or such indemnification) a Lender under any Financing Document would not have arisen but for a failure of be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with its the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.4.72.4(g) expires or becomes obsolete or inaccurate in any respect, it shall promptly (but in any event on or before the next Scheduled Payment Date; provided that such Scheduled Payment Date is at least ten (10) Business Days after such certificate expires or becomes obsolete) update such form or certification or notify the Borrower and the Administrative Agent in writing of its legal inability to do so. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Withholding Exemption Certificates. Nothing in this Section 2.4(g) shall be construed to require any Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. Each Agent and Lender, on or before the Closing Date, agree that they will deliver to Borrower and the Administrative Agent on (in case of a Lender) (and the Closing Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement Administrative Agent agrees that it will deliver to Administrative Agent and Borrower Borrower) either (Ai) a statement that Internal Revenue Service Form W-9 if it is formed under the laws a United States person (as defined in Section 7701(a)(30) of the United States of America or a state thereof Code); or (Bii) if it is not so incorporateda United States person, two (2) duly completed copies of United States Internal Revenue Service Form W-8ECI X-0XXX, X-0XXX-X, X-0XXX, or W-8BEN a certificate substantially in the form of Exhibit C (“Withholding Certificate (Portfolio Interest)”) or a successor applicable form, as the case may be, certifying in each case that such Agent or Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and the Administrative Agent a Form W-8BEN, W-8BEN-E (claiming an exemption under an applicable treaty or a portfolio interest exemption) or W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes undertakes, to the extent permitted by law, to deliver to Borrower and to the Administrative Agent further copies of the said letter and Form W-8ECI W-8BEN, W-8BEN-E or W-8BENW-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in Borrower or the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Administrative Agent. Trapper Loan Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) [***] Confidential treatment has occurred prior to been requested for the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing bracketed portions. The confidential redacted portion has been omitted and delivering any such letter or form filed separately with respect to it the Securities and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7Exchange Commission.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Borrowing or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, shall deliver to the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each such Lender which delivers further agrees (i) promptly to notify the Borrower and the Administrative Agent a Form W-8ECI of any change of circumstances (including any change in any treaty, law or W-8BEN pursuant to regulation) that would prevent such Lender from receiving payments hereunder without any deduction or withholding of such taxes and (ii) if such Lender has not so notified the preceding sentence further undertakes to deliver to Borrower and the Administrative Agent further copies of the said letter and Form W-8ECI any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or W-8BENwithholding of taxes, or successor applicable forms, or other manner of certification or procedure, as the case may be, then on or before the date that any certificate or other form delivered by such letter or form Lender under this Section 2.12(b) expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms such certificate or form previously delivered by it such Lender, to Borrower, deliver to the Borrower and such extensions the Administrative Agent a new certificate or renewals thereof as may reasonably be requested by Borrowerform, certifying that such Lender is entitled to receive payments under this Agreement without deduction or such taxes. If any Lender fails to notify the Borrower of such changed circumstances or fails to provide to the Borrower or the Administrative Agent pursuant to this Section 2.12(b) (or, in the case of a Form W-8ECI an Assignee Lender, Section 8.05(c)) any certificates or W-8BEN other evidence required by such provision to establish that such Lender is is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) entitled to any indemnification under Section 2.12(a) for any Taxes imposed on such Lender (including any entity to which any Lender sells, assigns, grants primarily as a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure result of such Lender to comply with its obligations under this Section 2.4.7failure.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest Nothing in this Agreement Section 2.11(f) shall be construed to require Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person. Lender agrees that it will deliver to Administrative Agent and Borrower Borrowers either (Ai) a statement that it is formed under the laws a United States person (as defined in Section 7701(a)(30) of the United States of America or a state thereof Code); or (Bii) if it is not so incorporateda United States person, a letter in the form of Exhibit E-1, Exhibit E-2 or Exhibit E-3 (forms of “Withholding Certificate (Treaty),” “Withholding Certificate (Effectively Connected)” and “Withholding Certificate (Portfolio Interest)”, respectively), as appropriate, and two (2) duly completed copies of United States Internal Revenue Service Form W- 8BEN or W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each If Lender which delivers to Borrower and Administrative Agent Borrowers a Form W-8BEN (claiming an exemption under an applicable treaty or a portfolio interest exemption) or W-8ECI or W-8BEN pursuant to the preceding sentence sentence, Lender further undertakes to deliver to Borrower and Administrative Agent Borrowers further copies of the said letter and Form W-8ECI W-8BEN or W-8BENW-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to BorrowerBorrowers, and such extensions or renewals thereof as may reasonably be requested by BorrowerBorrowers, certifying in the case of a Form W-8BEN or W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement and the other Financing Documents without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) a Change of Law has occurred prior to after the date on which any such delivery would otherwise be required Closing Date which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7it.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Loans or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or shall deliver to the Borrower and the Administrative Agent (BA) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8BEN, Form W-8BEN-E or Form W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments of interest under this Agreement without deduction or withholding of any United States federal income taxes, or (B) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC and cannot deliver either United States Internal Revenue Service Form W-8BEN, FormW-8BEN-E or Form W-8ECI (with respect to a complete exemption under an income tax treaty) pursuant to clause (A) above (any such lender, a “Non-Bank Lender”), (x) a certificate substantially in the form of Exhibit K (any such certificate, a “Non-Bank Certificate”) and (y) two accurate and complete original signed copies of United States Internal Revenue Service Form W-8BEN or Form W-8BEN-E (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement. Each such Lender which delivers further agrees (i) promptly to notify the Borrower and the Administrative Agent of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or withholding of Indemnifiable Taxes and (ii) if such Lender has not so notified the Borrower and the Administrative Agent of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or withholding of Indemnifiable Taxes, then upon the reasonable request of the Borrower or the Administrative Agent, to deliver to the Borrower and the Administrative Agent a Form W-8ECI new certificate or W-8BEN form, certifying that such Lender is entitled to receive payments under this Agreement without deduction of Indemnifiable Taxes, but only if and to the extent such Lender is legally entitled to do so. If a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15) fails to provide to the Borrower or the Administrative Agent pursuant to the preceding first sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BENthis Section 2.12(e) (or, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI an Assignee Lender, Section 8.05(c)) any certificates or W-8BEN other evidence required by such provision to establish that such Lender is is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in such Lender shall not be entitled to any indemnification under Section 2.12(a) for any such cases an event (including any change in any treatyTaxes imposed on such Lender primarily as a result of such failure, law or regulation) has occurred prior except to the date on which any extent that such delivery would otherwise be required which renders all Lender (or its assignor, if any) was entitled, at the time such forms inapplicable or which would reasonably prevent Lender became a Lender hereunder, to receive additional amounts from duly completing and delivering any such letter or form the Borrower with respect to it such Tax pursuant to Section 2.12(a). Notwithstanding anything to the contrary contained in this Section 2.12, the Borrower agrees to pay additional amounts and such to indemnify each Lender advises Borrower that it is not capable in the manner set forth in Section 2.12(a) and Section 2.12(c) (without regard to the identity of receiving payments without any the jurisdiction requiring the deduction or withholding withholding) in respect of United States federal income taxany amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Closing Date (or, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including becoming a Lender more than 30 days following the Closing Date, after the date such Lender becomes a Lender) in any entity to which any Lender sellsapplicable law, assignstreaty, grants a participation ingovernmental rule, regulation, guideline or order, or otherwise transfers its rights under this Agreement) if in the obligation interpretation thereof, relating to pay Taxes other than FATCA, and, in the case of FATCA, any such additional amounts (change that is not substantially comparable or such indemnification) would not have arisen but for a failure of such Lender materially more onerous to comply with its obligations under this Section 2.4.7than FATCA.

Withholding Exemption Certificates. (i) Each of Administrative Agent on the Closing Date Agent, each Issuing Bank and each Lender (upon becoming a Lender hereunder including any entity hereunder) agrees that (A) on or before the date such Lender or Person becomes a party to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to each of Borrower and Administrative Agent and Borrower either (Ax) if such Lender or Person is a statement United States Person, (I) two duly and appropriately completed executed originals of an IRS Form W-9 or any successor applicable form establishing that such Lender or Person is not subject to United States backup withholding tax, (y) if such Lender or Person is not a United States Person, to the extent it is formed under the laws of the United States of America or a state thereof or legally entitled to do so, (BI) if it is not so incorporated, two duly and appropriately completed copies executed originals of United States Internal Revenue Service Form W-8ECI or IRS Forms W-8IMY (together with any required attachments), W- 8ECI, W-8BEN-E and/or W-8BEN (or successor applicable formforms), as the case may bebe (claiming therein any available reduction in or an exemption from United States withholding taxes), and (II) in the case of a Person eligible for the “portfolio interest exemption,” two duly and appropriately completed executed originals of a statement certifying that it is not a “bank,” a “10 percent shareholder” of Borrower or a “controlled foreign corporation” receiving interest from a related person within the meaning of Section 881(c)(3) of the Code, together with two duly and appropriately completed executed originals of IRS Form W-8BEN or W-8BEN-E (or successor applicable form) certifying that such Person is not a United States Person, (B) in each case that such Lender promptly following any reasonable request by Borrower or Administrative Agent, or upon expiration, invalidity or obsolescence of any previously submitted form, to the extent it is legally entitled to receive payments under this Agreement without do so, it will deliver any additional or successor form required by applicable law in order to qualify for any available reduction in or exemption from United States withholding taxes, together with such supplemental documentation as may be prescribed by applicable law to permit Borrower to determine the deduction or withholding of any United States federal income taxes. Each Lender which delivers required to Borrower be made, and (C) it will promptly notify Administrative Agent and Borrower in writing of its inability to deliver such forms or information. (ii) If a Form W-8ECI payment made to Administrative Agent, an Issuing Bank or W-8BEN pursuant a Lender under any Financing Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Administrative Agent, Issuing Bank or Lender were to fail to comply with the preceding sentence further undertakes to applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent further copies at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed or required by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the said letter Code) and Form W-8ECI such additional documentation reasonably requested by Borrower or W-8BENAdministrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Administrative Agent, Issuing Bank or successor applicable formsLender has complied with such Administrative Agent’s, Issuing Bank’s or other manner Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of certification or procedurethis Section 2.4(g)(ii), as the case may be, on or before “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iii) Notwithstanding the foregoing or anything else to the contrary in this Agreement, the completion, execution and submission of such documentation set forth in this Section 2.4(g) shall not be required if in such Lender or Person’s reasonable judgment, such completion, execution or submission would subject such Lender or Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Person. (iv) In the event that any such letter Lender or form expires or becomes obsolete or within a reasonable time after gaining knowledge the Issuing Bank fails to satisfy the provisions of this Section 2.4(g), the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it Administrative Agent and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income taxIssuing Bank, and as applicable, shall cooperate to find another Person to be substituted for such Person in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts manner provided in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.710.12.

Withholding Exemption Certificates. Administrative Agent On or prior to the Closing Date (or, with respect to any Lender which is not a party to this Agreement on the Closing Date and Date, on or prior to the date any other Lender becomes a Lender hereunder), each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that shall notify Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from Borrower's Applicable Payment Office for the account of such Lender's Applicable Lending Office without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI taxes imposed (or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without with reduced deduction or withholding of any United States federal income such taxes, unless in ) imposed by the jurisdiction of such Borrower's Applicable Payment Office and promptly deliver to such Borrower such certificates and other evidence as such Borrower shall reasonably request to establish such fact.. Each such Lender further agrees (A) promptly to notify Borrower and Agent of any such cases an event change of circumstances (including any change in any treaty, law or regulationregulation or any change of such Lender's Applicable Lending Office) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a such Lender from duly completing and delivering any receiving such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments hereunder without any deduction or withholding of United States federal income taxsuch taxes (or with reduced deduction or withholding of any such taxes) and (B) if such Lender is still legally entitled to do so, then on or before the date that any certificate or other form delivered by such Lender under this Subparagraph 2.13(b) expires, to deliver to Borrower and Agent a new certificate or form, certifying that such Lender is entitled to receive such payments under this Agreement without deduction or withholding of such taxes(or with reduced deduction or withholding of any such taxes). If any Lender fails to provide to Agent and Borrower pursuant to this Subparagraph 2.13(b) (or, in the case of Form W-8ECI an Assignee Participant, Subparagraph 8.05(b)) any notifications, certificates or W-8BENother evidence required by such provision, establishing an exemption from United States backup withholding tax. Borrower such Lender shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) entitled to any indemnification under Subparagraph 2.13(a) for any Non-Excluded Taxes imposed on such Lender (including any entity to which any Lender sells, assigns, grants primarily as a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure result of such Lender to comply with its obligations under this Section 2.4.7failure.

Withholding Exemption Certificates. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Financing Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.4(g)(ii)(A), 2.4(g)(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on the Closing Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent Lender becomes a Lender under this Agreement (and from duly completing and delivering any such letter time to time thereafter upon the reasonable request of the Borrower or form with respect to it and the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender advises Borrower that is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is not capable legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of receiving payments without any deduction copies as shall be requested by the recipient) on or withholding prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of United States federal income taxthe Borrower or the Administrative Agent), and whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Financing Document, executed originals of IRS Form W-8ECI or W-8BEN, W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Financing Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. 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 (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or (4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I, IRS Form W-9, and/or other certification documents from United States backup withholding tax. Borrower shall not be obligatedeach beneficial owner, howeveras applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I on behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to pay any additional amounts the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in respect such number of United States Federal income tax pursuant copies as shall be requested by the recipient) on or prior to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any the date on which such Foreign Lender (including any entity to which any becomes a Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this AgreementAgreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if the obligation a payment made to pay such additional amounts (or such indemnification) a Lender under any Financing Document would not have arisen but for a failure of be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with its the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.4.72.4(g) expires or becomes obsolete or inaccurate in any respect, it shall promptly (but in any event on or before the next Scheduled Payment Date; provided that such Scheduled Payment Date is at least ten (10) Business Days after such certificate expires or becomes obsolete) update such form or certification or notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Withholding Exemption Certificates. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Financing Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.4(f)(ii)(A), 2.4(f)(ii)(B) and 2.4(f)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on the Closing Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent Lender becomes a Lender under this Agreement (and from duly completing and delivering any such letter time to time thereafter upon the reasonable request of the Borrower or form with respect to it and the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender advises Borrower that is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is not capable legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of receiving payments without any deduction copies as shall be requested by the applicable Withholding Agent) on or withholding prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of United States federal income taxthe Borrower or the Administrative Agent), and whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Financing Document, executed copies of IRS Form W-8ECI W-8BEN or IRS Form W-8BEN, -E (whichever is applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Financing Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) an executed certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the 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 (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable); or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by one or more of the following executed forms from United States backup withholding tax. Borrower shall not be obligatedeach of the Foreign Lender’s direct or indirect partners/members, howeveror Participants, or any Participant’s direct or indirect partners/members, as appropriate: IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership for U.S. federal income tax purposes and one or more direct or indirect partners/members of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner/member; (C) any Foreign Lender shall, to pay the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the applicable Withholding Agent) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Financing Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional amounts in respect documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of United States Federal income tax this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (E) The Administrative Agent shall deliver to the Borrower on or prior to the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), an executed copy of IRS Form W-9. (iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.4.4.1 2.4(f) expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification or notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (iv) Xxxxx Fargo Bank, National Association, both in its individual capacity and in its capacity as the Administrative Agent and the Withholding Agent, has no liability to any Loan Party, the Lenders or make an indemnification any other Person in connection with any tax withholding amounts paid or withheld from any payment pursuant to Section 2.4.4.2) applicable Law or arising from any Loan Party’s or a Lender’s failure, as applicable, to any Lender (including any entity to which any Lender sellstimely provide an accurate, assignscorrect and complete IRS Form W-9, grants a participation in, an appropriate IRS Form W-8 or otherwise transfers its rights such other documentation contemplated under this Agreement. (v) if Upon request from an applicable Withholding Agent, the obligation to pay Borrower will provide such additional amounts (information that it may have to assist such Withholding Agent in making any withholdings or informational reports to the extent such indemnification) would not have arisen but information is necessary for a failure of such Lender the Withholding Agent to comply with its tax withholding obligations under this Section 2.4.7applicable Law.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Loans or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or shall deliver to the Borrower and the Administrative Agent (BA) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8BEN, Form W-8BEN-E or Form W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments of interest under this Agreement without deduction or withholding of any United States federal income taxes, or (B) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC and cannot deliver either United States Internal Revenue Service Form W-8BEN, FormW-8BEN-E or Form W-8ECI (with respect to a complete exemption under an income tax treaty) pursuant to clause (A) above (any such lender, a “Non-Bank Lender”), (x) a certificate substantially in the form of Exhibit K (any such certificate, a “Non-Bank Certificate”) and (y) two accurate and complete original signed copies of United States Internal Revenue Service Form W-8BEN or Form W-8BEN-E (with respect to the portfolio interest exemption) (or successor form) certifying to such Xxxxxx’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement. Each such Lender which delivers further agrees (i) promptly to notify the Borrower and the Administrative Agent of any change of circumstances which would prevent such Xxxxxx from receiving payments hereunder without any deduction or withholding of Indemnifiable Taxes and (ii) if such Xxxxxx has not so notified the Borrower and the Administrative Agent of any change of circumstances which would prevent such Xxxxxx from receiving payments hereunder without any deduction or withholding of Indemnifiable Taxes, then upon the reasonable request of the Borrower or the Administrative Agent, to deliver to the Borrower and the Administrative Agent a Form W-8ECI new certificate or W-8BEN form, certifying that such Lender is entitled to receive payments under this Agreement without deduction of Indemnifiable Taxes, but only if and to the extent such Lender is legally entitled to do so. If a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15) fails to provide to the Borrower or the Administrative Agent pursuant to the preceding first sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BENthis Section 2.12(e) (or, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI an Assignee Lender, Section 8.05(c)) any certificates or W-8BEN other evidence required by such provision to establish that such Lender is is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in such Lender shall not be entitled to any indemnification under Section 2.12(a) for any such cases an event (including any change in any treatyTaxes imposed on such Lender primarily as a result of such failure, law or regulation) has occurred prior except to the date on which any extent that such delivery would otherwise be required which renders all Lender (or its assignor, if any) was entitled, at the time such forms inapplicable or which would reasonably prevent Xxxxxx became a Lender hereunder, to receive additional amounts from duly completing and delivering any such letter or form the Borrower with respect to it such Tax pursuant to Section 2.12(a). Notwithstanding anything to the contrary contained in this Section 2.12, the Borrower agrees to pay additional amounts and such to indemnify each Lender advises Borrower that it is not capable in the manner set forth in Section 2.12(a) and Section 2.12(c) (without regard to the identity of receiving payments without any the jurisdiction requiring the deduction or withholding withholding) in respect of United States federal income taxany amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Closing Date (or, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including becoming a Lender more than 30 days following the Closing Date, after the date such Lender becomes a Lender) in any entity to which any Lender sellsapplicable law, assignstreaty, grants a participation ingovernmental rule, regulation, guideline or order, or otherwise transfers its rights under this Agreement) if in the obligation interpretation thereof, relating to pay Taxes other than FATCA, and, in the case of FATCA, any such additional amounts (change that is not substantially comparable or such indemnification) would not have arisen but for a failure of such Lender materially more onerous to comply with its obligations under this Section 2.4.7than FATCA.

Withholding Exemption Certificates. Administrative (i) The L/C Facility Agent on the Closing Date and each Lender Letter of Credit Bank upon becoming a Lender Letter of Credit Bank hereunder including any entity to which any Lender Letter of Credit Bank grants a participation participation, or otherwise transfers its interest in this Agreement Agreement, agree that they will deliver to the Partnership and the L/C Facility Agent (and the L/C Facility Agent agrees that it will deliver to Administrative Agent and Borrower the Partnership) either (Ai) a statement that it is formed incorporated under the laws of the United States of America or a state thereof or (Bii) if it is not so incorporated, a letter in the form of Exhibit I-1 or Exhibit I-2, as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8ECI 1001 or W-8BEN 4224 or successor applicable form, as the case may be, certifying in each case that such Lender Letter of Credit Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender Letter of Credit Bank which delivers to Borrower the Partnership and Administrative the L/C Facility Agent a Form W-8ECI 1001 or W-8BEN 4224 pursuant to the preceding sentence further undertakes to deliver to Borrower the Partnership and Administrative the L/C Facility Agent further copies of the said letter and Form W-8ECI 1001 or W-8BEN4224, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrowerthe Partnership, and such extensions or renewals thereof as may reasonably be requested by Borrowerthe Partnership, certifying in the case of a Form W-8ECI 1001 or W-8BEN 4224 that such Lender Letter of Credit Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases case an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender Letter of Credit Bank from duly completing and delivering any such letter or form with respect to it and such Lender Letter of Credit Bank advises Borrower the Partnership that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI W-8 or W-8BENW-9, establishing an exemption from United States backup withholding tax. Borrower The Partnership shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.4(d) (or make an indemnification payment pursuant to Section 2.4.4.22.4(d)) to any Lender Letter of Credit Bank (including any entity to which any Lender Letter of Credit Bank sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender Letter of Credit Bank to comply with its obligations under this Section 2.4.7clause (g). (ii) In addition, if (A) any Letter of Credit Bank has previously delivered to the Partnership and the L/C Facility Agent a Form 4224 or successor applicable form and (B) by virtue of any action taken or not taken voluntarily by such Letter of Credit Bank, such Letter of Credit Bank is not lawfully entitled to deliver a subsequent Form 4224 or applicable successor form solely as a result of the such Letter of Credit Bank's failure to be engaged in the active conduct or a trade or business in the United States or a determination that all amounts to be paid to the such Letter of Credit Bank hereunder are not effectively connected to such trade or business, the Partnership shall be under no obligation to compensate such Letter of Credit Bank with respect to any Tax required to be paid or withheld under United States federal income tax law that would not have been required to be paid or withheld had such Letter of Credit Bank so delivered such Form 4224 or applicable successor form.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Effective Date and (or the Assignment Effective Date in the case of any Bank which becomes a Bank hereunder after the Effective Date), each Lender upon becoming a Lender hereunder including any entity to Bank which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not incorporated under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, shall deliver to Borrower and Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8ECI 1001 or W-8BEN 4224 (or successor applicable form), as the case may be, certifying in each case that such Lender Bank is entitled to receive payments under this Restated Credit Agreement without deduction or withholding of any United States federal income taxes. Each Lender Bank which delivers to Borrower and Administrative Agent a Form W-8ECI 1001 or W-8BEN 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower and Administrative Agent two further copies of the said letter and Form W-8ECI 1001 or W-8BEN, 4224 (or successor applicable forms), or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms form previously delivered by it to BorrowerBorrower and Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by BorrowerBorrower or Administrative Agent, certifying in the case of a Form W-8ECI 1001 or W-8BEN 4224 that such Lender Bank is entitled to receive payments under this Restated Credit Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including without limitation any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender Bank from duly completing and delivering any such letter or form with respect to it and such Lender Bank advises Borrower and Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, required to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (Administrative Agent or make an indemnification payment pursuant any Bank hereunder to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the extent that the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of by Administrative Agent or such Lender Bank to comply with its obligations under the provisions of this Section 2.4.7Subparagraph 2.11(b) or the last sentence of Subparagraph 8.05(c).

Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Lender Each Bank upon becoming a Lender Bank hereunder including any entity and each Person to which any Lender Bank grants a participation (or otherwise transfers its interest in this Agreement agrees Agreement) agree that it they will deliver to Borrower and Administrative Agent and Borrower either (Aa) if such Bank or Person is a statement that it is formed corporation established under the laws of the United States or any political subdivision thereof, a copy of America or a state thereof United States Internal Revenue Service Form W-9 or (Bb) if it such Bank or Person is not so incorporateda corporation established under the laws of the United States or any political subdivision thereof, a duly completed and executed non-bank certificate in the form of Exhibit J hereto and two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may bebe (claiming therein a reduction in, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any an exemption from, United States federal income taxeswithholding taxes under an applicable treaty). Each Lender Bank which delivers to Borrower and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable formsform, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender Bank is entitled to receive payments under this Agreement without (or with a reduced amount of) deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender Bank from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7.to

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Loans or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or shall deliver to the Borrowers and the Administrative Agent (BA) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments of interest under this Agreement without deduction or withholding of any United States federal income taxes, or (B) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC and cannot deliver either United States Internal Revenue Service Form W-8BEN or Form W-8ECI (with respect to a complete exemption under an income tax treaty) pursuant to clause (A) above (any such lender, a “Non-Bank Lender”), (x) a certificate substantially in the form of Exhibit J (any such certificate, a “Non-Bank Certificate”) and (y) two accurate and complete original signed copies of United States Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement. Each such Lender which delivers further agrees (i) promptly to Borrower notify the Borrowers and the Administrative Agent a Form W-8ECI of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or W-8BEN pursuant to withholding of Indemnifiable Taxes and (ii) if such Lender has not so notified the preceding sentence further undertakes to deliver to Borrower Borrowers and the Administrative Agent further copies of the said letter and Form W-8ECI any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or W-8BENwithholding of Indemnifiable Taxes, or successor applicable forms, or other manner of certification or procedure, as the case may be, then on or before the date that any certificate or other form delivered by such letter or form Lender under this Section 2.12(e) expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms such certificate or form previously delivered by it such Lender, to Borrower, deliver to the Borrowers and such extensions the Administrative Agent a new certificate or renewals thereof as may reasonably be requested by Borrowerform, certifying that such Lender is entitled to receive payments under this Agreement without deduction of Indemnifiable Taxes, but only if and to the extent such Lender is legally entitled to do so. If a Lender (other than an assignee pursuant to a request by the Borrowers under Section 2.15) fails to provide to the Borrowers or the Administrative Agent pursuant to the first sentence of this Section 2.12(e) (or, in the case of a Form W-8ECI an Assignee Lender, Section 8.05(c)) any certificates or W-8BEN other evidence required by such provision to establish that such Lender is is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in such Lender shall not be entitled to any indemnification under Section 2.12(a) for any such cases an event (including any change in any treatyTaxes imposed on such Lender primarily as a result of such failure, law or regulation) has occurred prior except to the date on which any extent that such delivery would otherwise be required which renders all Lender (or its assignor, if any) was entitled, at the time such forms inapplicable or which would reasonably prevent Lender became a Lender hereunder, to receive additional amounts from duly completing and delivering any such letter or form the Borrowers with respect to such Tax pursuant to Section 2.12(a). Notwithstanding anything to the contrary contained in this Section 2.12, the Borrowers agree to pay additional amounts and to indemnify each Lender in the manner set forth in Section 2.12(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it and such Lender advises Borrower that it is not capable as described in the immediately preceding sentence as a result of receiving payments without any deduction changes after the Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7similar Taxes.

Withholding Exemption Certificates. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Financing Document shall [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION. deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.4(g)(ii)(A), 2.4(g)(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on the Closing Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent Lender becomes a Lender under this Agreement (and from duly completing and delivering any such letter time to time thereafter upon the reasonable request of the Borrower or form with respect to it and the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender advises Borrower that is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is not capable legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of receiving payments without any deduction copies as shall be requested by the recipient) on or withholding prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of United States federal income taxthe Borrower or the Administrative Agent), and whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Financing Document, executed originals of IRS Form W-8ECI or W-8BEN, W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Financing Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of IRS Form W-8ECI; [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION. (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the 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 (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or (4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I, IRS Form W-9, and/or other certification documents from United States backup withholding tax. Borrower shall not be obligatedeach beneficial owner, howeveras applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I on behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to pay any additional amounts the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in respect such number of United States Federal income tax pursuant copies as shall be requested by the recipient) on or prior to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any the date on which such Foreign Lender (including any entity to which any becomes a Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this AgreementAgreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if the obligation a payment made to pay such additional amounts (or such indemnification) a Lender under any Financing Document would not have arisen but for a failure of be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with its the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION. Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.4.72.4(g) expires or becomes obsolete or inaccurate in any respect, it shall promptly (but in any event on or before the next Scheduled Payment Date; provided that such Scheduled Payment Date is at least ten (10) Business Days after such certificate expires or becomes obsolete) update such form or certification or notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Lender Bank upon becoming a Lender Bank hereunder including any entity to which any Lender Bank grants a participation participation, or otherwise transfers its interest in this Agreement Agreement, agree that they will deliver to Borrower and Administrative Agent (and Administrative Agent agrees that it will deliver to Administrative Agent and Borrower Borrower) either (Aa) a statement that it is formed under the laws of the United States of America or a state thereof or (Bb) if it is not so incorporatedformed, a letter in the form of Exhibit J-1 or Exhibit J-2, as appropriate, or other documentation reasonably acceptable to Borrower and Administrative Agent and two duly completed copies of United States Internal Revenue Service Form W-8ECI 1001 or W-8BEN 4224 or successor applicable form, as the case may be, certifying in each case that such Lender Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender Bank which delivers to Borrower and Administrative Agent a Form W-8ECI 1001 or W-8BEN 4224 pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI 1001 or W-8BEN4224, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI 1001 or W-8BEN 4224 that such Lender Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender Bank from duly completing and delivering any such letter or form with respect to it and such Lender Bank advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI W-8 or W-8BENW-9, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.6.4 (or make an indemnification payment pursuant to Section 2.4.4.22.6.4) to any Lender Bank (including any entity to which any Lender Bank sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender Bank to comply with its obligations under this Section 2.4.72.6.7.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Effective Date and each (or the Assignment Effective Date in the case of any Lender upon becoming which becomes a Lender hereunder including any entity to after the Effective Date), each Lender which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not incorporated under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, shall deliver to Borrower and Agent two duly completed copies of United States Internal Revenue Service Form W-8ECI 1001 or W-8BEN 4224 (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments under this Restated Credit Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI 1001 or W-8BEN 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower and Administrative Agent two further copies of the said letter and Form W-8ECI 1001 or W-8BEN, 4224 (or successor applicable forms), or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms form previously delivered by it to BorrowerBorrower and Agent, and such extensions or renewals thereof as may reasonably be requested by BorrowerBorrower or Agent, certifying in the case of a Form W-8ECI 1001 or W-8BEN 4224 that such Lender is entitled to receive payments under this Restated Credit Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including without limitation any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower and Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, required to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (Agent or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity hereunder to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the extent that the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of by Agent or such Lender to comply with its obligations under the provisions of this Section 2.4.7Subparagraph 2.11(b) or the last sentence of Subparagraph 8.05(c).

Withholding Exemption Certificates. Administrative Agent Borrower shall not be required to pay any additional amount to (or indemnify) any Lender under Section 2.7(d) to the extent that the obligation to withhold or pay such amount with respect to Indemnified Taxes existed on the Closing Date date that the Lender became a party to this Financing Agreement (or, in the case of a transferee that is a participation holder, on the date such a participation holder became a transferee hereunder). Each Agent and each Lender (upon becoming a Lender hereunder including hereunder, except to the extent provided in Section 2.7(d)(i) to the extent the transferor was entitled to such Payment) and any entity Person to which any Lender grants a participation (or otherwise transfers its interest in this Financing Agreement) as permitted by this Financing Agreement agrees that on the date such Lender or Person becomes a party to this Financing Agreement it will deliver to each of Borrower, Collateral Agent and Administrative Agent and Borrower either (A) if such Lender or Person is a statement that it is formed under the laws of the United States person as defined in the Code, two duly and appropriately completed copies of America a United States Internal Revenue Service Form W-9 or a state thereof any successor applicable form or (B) if it such Lender or Person is not so incorporateda United States person, two duly and appropriately completed copies of United States Internal Revenue Service Form W-8ECI W-8IMY, W-8ECI, W-8EXP or W-8BEN (in the case of any Lender claiming an exemption under the so-called portfolio interest exemption rules, together with an exemption certificate reasonably satisfactory to Borrower and Administrative Agent) or successor applicable form, as the case may bebe (claiming therein, certifying to the extent permissible under applicable law, a reduction in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any an exemption from United States federal income withholding taxes), and, if reasonably requested by Borrower, Collateral Agent or Administrative Agent, any additional statements and forms so requested from time to time and including a U.S. taxpayer identification number if required by such form or otherwise necessary to obtain the benefit claimed. Each Lender required to deliver to Borrower, Collateral Agent and Administrative Agent a form, or certificate pursuant to the preceding sentence shall deliver such form or certificate as follows: (x) each Lender which is a party hereto on the Financial Closing Date shall deliver such form or certificate at least five (5) Banking Days prior to the first date on which any payment hereunder or under any other Financing Document is payable by Borrower hereunder for the account of such entity; (y) each assignee or participant shall deliver such form at least five (5) Banking Days before the effective date of such assignment or participation; and (z) Administrative Agent shall deliver such form or certificate to Borrower on the Financial Closing Date. Each Lender which delivers is required to deliver to Borrower and Administrative Agent a Form W-8ECI W-9, W-8IMY, W-8ECI, W-8EXP or W-8BEN or other form or statement pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI W-9, W-8IMY, W-8ECI, W-8EXP or W-8BEN, or successor applicable formsform or other form or certificate, or other manner of certification or procedure, as the case may be, on or at least ten (10) days before the date that any such letter form or form certificate expires or becomes obsolete (which date shall be notified by Borrower or Administrative Agent) or within a reasonable time (not to exceed sixty (60) days) after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms or certificates previously delivered by it to Borrower, Borrower and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxesAdministrative Agent, unless in any such cases an event (including any change in any treaty, law or regulationregulation other than the addition of a “limitation on benefits” provision to an existing tax treaty that did not have such a provision on the Financial Closing Date) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding taxit. Borrower shall not be obligated, however, obligated to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.7(d) (or make an indemnification payment pursuant to Section 2.4.4.22.7(d)) to any Lender or Person (including any entity Person to which any Lender sells, assigns, grants a participation in, or otherwise transfers transfers, its rights under this Financing Agreement) if to the extent the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender or Person to comply with its obligations under this Section 2.4.72.7(d)(v) unless such failure is caused by a change of law other than the addition of a “limitation on benefits” provision to an existing tax treaty that did not have such a provision on the Financial Closing Date. Notwithstanding the foregoing or anything else to the contrary in this Financing Agreement, no Lender or other Person shall be obligated to deliver any form, certificate or document which it cannot deliver as a matter of law.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Lender Each Foreign Lender, upon becoming a Lender hereunder hereunder, including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement Agreement, agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, Obligors two duly completed copies of United States Internal Revenue Service Form W-8IMY, W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Foreign Lender is not a U.S. Person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes. Each Foreign Lender which delivers to Borrower the Obligors and Administrative Agent a Form W-8IMY, W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower the Obligors and Administrative Agent further copies of the said letter and Form W-8IMY, W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrowerthe Obligors, and such extensions or renewals thereof as may reasonably be requested by Borrowerthe Obligors, certifying in the case of a Form W-8IMY, W-8ECI or W-8BEN that such Lender is a Foreign Lender and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Foreign Lender from duly completing and delivering any such letter or form with respect to it and such Foreign Lender advises Borrower the Obligors that it is not capable of receiving payments without with an exemption or reduction of any deduction or withholding of United States federal Federal income tax, and in the case of Form W-8IMY, W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. In the case of a Foreign Lender entitled to an exemption from the withholding of United States federal income tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” such Foreign Lender shall also deliver to Administrative Agent and the Obligors with its Form W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be, a certificate, or certificates, in the form attached hereto as Exhibits G-1 through G-4, as applicable, to the effect that such Foreign Lender (or in the case of a Form W-8IMY, such Lender’s beneficial owners to the extent applicable) is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of the Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Foreign Lender providing such a certificate shall provide a new certificate at any time thereafter when a change in such Foreign Lender’s circumstances renders an existing certificate obsolete or invalid or requires a new certificate to be provided, and within fifteen Banking Days after a reasonable written request of Administrative Agent or the Obligors from time to time; provided that it shall not be a breach of this Section 2.5.7 if such Foreign Lender is unable to provide such certificate as a result of a Change of Law after the date it becomes a Lender hereunder. To the extent a Foreign Lender is not the beneficial owner, such Foreign Lender shall deliver Form W-8IMY as described above, 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 the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner. Each Lender that is a U.S. Person shall provide two duly completed copies of United States Internal Revenue Service Form W-9 or successor applicable form, as the case may be, at the times specified for the delivery of forms under this Section 2.5.7 with respect to Forms W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be. No Obligor shall be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.5.4.1 (or make an indemnification payment pursuant to Section 2.4.4.22.5.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.5.7.

Withholding Exemption Certificates. Administrative Agent on On or prior to the applicable Closing Date and Date, each U.S. Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or (B) if it and each Japanese Lender which is not so incorporatedorganized under the laws of Japan shall deliver to LSI or LLJS, two duly completed copies respectively, and Agent such certificates and other evidence as such Borrower or Agent may reasonably request to establish that such Lender is entitled to receive payments under this Agreement on account of United States Internal Revenue Service Form W-8ECI any U.S. Borrowing or W-8BEN or successor applicable formthe Japanese Borrowing, as the case may be, without 42 43 deduction or withholding of any United States federal income taxes or Japanese income taxes, respectively. Each such Lender further agrees (i) promptly to notify the applicable Borrower and Agent of any change of circumstances (including any change in any treaty, law or regulation) which would prevent such Lender from receiving payments hereunder without any deduction or withholding of such taxes and (ii) on or before the date that any certificate or other form delivered by such Lender under this Subparagraph 2.11(b) expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent such certificate or form previously delivered by such Lender, to deliver to the applicable Borrower and Agent a new certificate or form, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income such taxes. Each If any Lender which delivers fails to Borrower and Administrative provide to Borrowers or Agent a Form W-8ECI or W-8BEN pursuant to this Subparagraph 2.11(b) (or, in the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies case of the said letter and Form W-8ECI or W-8BENan Assignee Lender, or successor applicable forms, Subparagraph 8.05(c)) any certificates or other manner evidence required by such provision to establish that such Lender is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement on account of certification any U.S. Borrowing or procedurethe Japanese Borrowing, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes or Japanese income taxes, unless in any such cases an event (including any change in any treatyrespectively, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) entitled to any indemnification under Subparagraph 2.11(a) for any Taxes imposed on such Lender (including any entity to which any Lender sells, assigns, grants primarily as a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure result of such Lender to comply with its obligations under this Section 2.4.7failure.

Withholding Exemption Certificates. Administrative Agent on Each Lender that is not formed under the Closing Date and each Lender laws of the United States of America or a state thereof upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement Agreement, agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Borrowing or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, shall deliver to Borrower and Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding or with reduced deduction or withholding of any United States federal income taxes. Each such Lender which delivers further agrees (i) promptly to notify Borrower and Administrative Agent a Form W-8ECI of any change of circumstances (including any change in any treaty, law or W-8BEN pursuant to regulation) which would prevent such Lender from receiving payments hereunder without any deduction or withholding or with reduced deduction or withholding of such taxes as indicated on the preceding sentence further undertakes to deliver to most recent such certificate or other form previously delivered by such Lender and (ii) if such Lender has not so notified Borrower and Administrative Agent further copies of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or withholding or with reduced deduction or withholding of taxes as indicated on the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, most recent such certificate or other manner of certification or procedureform previously delivered by such Lender, as the case may be, then on or before the date that any certificate or other form delivered by such letter or form Lender under this Subparagraph 2.14(b) expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms such certificate or form previously delivered by it such Lender, to Borrower, deliver to Borrower and such extensions Administrative Agent a new certificate or renewals thereof as may reasonably be requested by Borrowerform, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding or with reduced deduction or withholding of such taxes. If any Lender fails to provide to Borrower or Administrative Agent pursuant to this Subparagraph 2.14(b) (or, in the case of a New Lender, Subparagraph 2.06(a), or, in the case of an Assignee Lender, Subparagraph 8.05(c)) any certificates or other evidence required by such provision to establish that such Lender is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding or with reduced deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) entitled to any indemnification under Subparagraph 2.14(a) for any Taxes imposed on such Lender (including any entity to which any Lender sells, assigns, grants primarily as a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure result of such Lender to comply with its obligations under this Section 2.4.7failure.

Withholding Exemption Certificates. Administrative Agent on Nothing in this Section 2.3(f) shall be construed to require the Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. On or before the Closing Date and each Date, the Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (Ai) a statement that it is formed under the laws a United States person (as defined in Section 7701(a)(30) of the United States of America or a state thereof Code); or (Bii) if it is not so incorporateda United States person, a letter in the form of Exhibit D and two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such the Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each The Lender which delivers to Borrower and Administrative Agent a Form W-8BEN (claiming an exemption under an applicable treaty or a portfolio interest exemption) or W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI W-8BEN or W-8BENW-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8BEN or W-8ECI or W-8BEN that such the Lender is entitled to receive payments under this Agreement and the other Financing Documents without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) a Change of Law has occurred prior to after the date on which any such delivery would otherwise be required Closing Date which renders all such forms inapplicable or which would reasonably prevent a the Lender from duly completing and delivering any such letter or form with respect to it it. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, filed separately with the Securities and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7Exchange Commission.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and Date, each Lender and LC Issuer upon becoming a Lender hereunder including any entity or LC Issuer and each Person to which any Lender grants a participation (or otherwise transfers its interest in this Agreement agrees Agreement) agree that it they will deliver to Administrative Agent and Borrower Borrowers either (Aa) if such Lender, LC Issuer or Person is a statement that it is formed corporation established under the laws of the United States or any political subdivision thereof, an executed copy of America or a state thereof United States Internal Revenue Service Form W-9, or (Bb) if it such Lender, LC Issuer or Person is not so incorporated, a corporation established under the laws of the United States or any political subdivision thereof two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN or successor applicable form, as the case may bebe (certifying therein an entitlement to a reduction in, certifying or an exemption from, United States withholding taxes) and, in each case that such Lender or LC Issuer is entitled to receive payments under this Agreement without deduction or withholding not a "bank" within the meaning of any United States federal income taxesSection 881(c)(3)(A) of the Code, a duly completed and executed non-bank certificate in the form of Exhibit J (the "Non-Bank Certificate"). Each Lender or LC Issuer which delivers to Borrower Borrowers and Administrative Agent a Form W-8BEN or W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower Borrowers and Administrative Agent further copies of the said letter and Form W-8ECI W-8BEN or W-8BENW-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to BorrowerBorrowers, and such extensions or renewals thereof as may reasonably be requested by BorrowerBorrowers, certifying in the case of a Form W-8BEN or W-8ECI or W-8BEN that such Lender or LC Issuer is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender or LC Issuer from duly completing and delivering any such letter or form with respect to it and such Lender or LC Issuer advises Borrower Borrowers that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI W-8BEN or W-8BENW-8ECI, establishing an exemption from United States backup withholding tax. Borrower Notwithstanding any other provision of this Section 2.5.6, a Lender or LC Issuer shall not be obligated, however, required to deliver any form pursuant to this Section 2.5.6 that such Lender or LC Issuer is not legally able to deliver. Borrowers shall not be obligated to pay any additional amounts in respect of United States Federal federal income tax pursuant to Section 2.4.4.1 2.5.4 (or make an indemnification payment pursuant to Section 2.4.4.22.5.4) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) or LC Issuer if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender or LC Issuer to comply with its obligations under this Section 2.4.72.5.6. Administrative Agent will cause Confirming Bank to comply with the provisions of this Section 2.5.6 and aside from such compliance, the other terms of this Section 2.5.6 shall apply to Confirming Bank as if it were LC Issuer.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Loans or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or shall deliver to the Borrower and the Administrative Agent (BA) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8BEN, Form W-8BEN-E or Form W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments of interest under this Agreement without deduction or withholding of any United States federal income taxes, or (B) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC and cannot deliver either United States Internal Revenue Service Form W-8BEN, FormW-8BEN-E or Form W-8ECI (with respect to a complete exemption under an income tax treaty) pursuant to clause (A) above (any such lender, a “Non-Bank Lender”), (x) a certificate substantially in the form of Exhibit K (any such certificate, a “Non-Bank Certificate”) and (y) two accurate and complete original signed copies of United States Internal Revenue Service Form W-8BEN or Form W-8BEN-E (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement. Each such Lender which delivers further agrees (i) promptly to notify the Borrower and the Administrative Agent of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or withholding of Indemnifiable Taxes and (ii) if such Lender has not so notified the Borrower and the Administrative Agent of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or withholding of Indemnifiable Taxes, then upon the reasonable request of the Borrower or the Administrative Agent, to deliver to the Borrower and the Administrative Agent a Form W-8ECI new certificate or W-8BEN form, certifying that such Lender is entitled to receive payments under this Agreement without deduction of Indemnifiable Taxes, but only if and to the extent such Lender is legally entitled to do so. If a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15) fails to provide to the Borrower or the Administrative Agent pursuant to the preceding first sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BENthis Section 2.12(e) (or, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI an Assignee Lender, Section 8.05(c)) any certificates or W-8BEN other evidence required by such provision to establish that such Lender is is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in such Lender shall not be entitled to any indemnification under Section 2.12(a) for any such cases an event (including any change in any treatyTaxes imposed on such Lender primarily as a result of such failure, law or regulation) has occurred prior except to the date on which any extent that such delivery would otherwise be required which renders all Lender (or its assignor, if any) was entitled, at the time such forms inapplicable or which would reasonably prevent Lender became a Lender hereunder, to receive additional amounts from duly completing and delivering any such letter or form the Borrower with respect to it such Tax pursuant to Section 2.12(a). Notwithstanding anything to the contrary contained in this Section 2.12, the Borrower agrees to pay additional amounts and such to indemnify each Lender advises Borrower that it is not capable in the manner set forth in Section 2.12(a) and Section 2.12(c) (without regard to the identity of receiving payments without any the jurisdiction requiring the deduction or withholding withholding) in respect of United States federal income taxany amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Closing Date (or, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including becoming a Lender more than 30 days following the July 2017 Amendment Effective Date, after the date such Lender becomes a Lender) in any entity to which any Lender sellsapplicable law, assignstreaty, grants a participation ingovernmental rule, regulation, guideline or order, or otherwise transfers its rights under this Agreement) if in the obligation interpretation thereof, relating to pay Taxes other than FATCA, and, in the case of FATCA, any such additional amounts (change that is not substantially comparable or such indemnification) would not have arisen but for a failure of such Lender materially more onerous to comply with its obligations under this Section 2.4.7than FATCA.

Withholding Exemption Certificates. (i) Each of Administrative Agent on the Closing Date Agent, each LC Issuing Bank and each Lender (upon becoming a Lender hereunder including any entity hereunder) agrees that (A) on or before the date such Lender or Person becomes a party to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to each of Borrower and/or Administrative Agent and Borrower Agent, as appropriate, either (Ax) if such Lender or Person is a United States Person, a copy of its duly and appropriately completed executed IRS Form W-9 or any successor applicable form establishing that such Lender or Person is not subject to United States backup withholding tax, (y) if such Lender or Person is not a United States Person, (I) a statement that it is formed under the laws copy of the United States of America or a state thereof or its duly and appropriately completed executed IRS Forms W-8IMY (B) if it is not so incorporatedtogether with any required attachments), two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN W-8ECI, W-8BEN, and/or W-8EBEN-E (or successor applicable formforms), as the case may bebe (claiming therein any available reduction in or an exemption from United States withholding taxes), and (II) in the case of a Person eligible for the “portfolio interest exemption,” a copy of its duly and appropriately completed executed statement certifying that it is not a “bank,” a “10 percent shareholder” of Borrower or a “controlled foreign corporation” receiving interest from a related person within the meaning of Section 881(c)(3) of the Code, together with a copy of its appropriately completed executed IRS Form W-8BEN or W-8BEN-E (or successor applicable form) certifying that such Person is not a United States Person, (B) in each case that promptly following any reasonable request by Borrower or Administrative Agent, or upon expiration, invalidity or obsolescence of any previously submitted form, it will deliver any additional or successor form required by applicable law in order to qualify for any available reduction in or exemption from United States withholding taxes, together with such Lender is entitled supplemental documentation as may be prescribed by applicable law to receive payments under this Agreement without permit Borrower to determine the deduction or withholding of any United States federal income taxes. Each Lender which delivers required to Borrower be made, and (C) it will promptly notify Administrative Agent and Borrower in writing of its inability to deliver such forms or information. (ii) If a Form W-8ECI payment made to Administrative Agent, an LC Issuing Bank or W-8BEN pursuant a Lender under any Financing Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Administrative Agent, LC Issuing Bank or Lender were to fail to comply with the preceding sentence further undertakes to applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent further copies at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed or required by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the said letter Code) and Form W-8ECI such additional documentation reasonably requested by Borrower or W-8BENAdministrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Administrative Agent, LC Issuing Bank or successor applicable formsLender has complied with such Administrative Agent’s, LC Issuing Bank’s or other manner Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of certification or procedurethis Section 2.7(f), as the case may be, on or before “FATCA” shall include any amendments made to FATCA after the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction and any current or withholding of any United States federal income taxesfuture regulations or official interpretations thereof, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax agreements entered into pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.21471(b)(1) to any Lender (including any entity to which any Lender sellsof the Code, assigns, grants and FATCA-related intergovernmental agreements entered into between the U.S. and a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7relevant jurisdiction.

Withholding Exemption Certificates. Administrative Agent on Each Lender that is not a United States person within the Closing Date and each Lender meaning of Section 7701(a)(30) of the Code upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement Agreement, agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, Obligors two duly completed copies of United States Internal Revenue Service Form W-8ECI W-8IMY, W-8ECI, W-8BEN or W-8BEN W-8BEN-E or successor applicable form, as the case may be, certifying in each case that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes. Each Lender which delivers to Borrower the Obligors and Administrative Agent a Form W-8ECI W-8IMY, W-8ECI, W-8BEN or W-8BEN W-8BEN-E pursuant to the preceding sentence further undertakes to deliver to Borrower the Obligors and Administrative Agent further copies of the said letter and Form W-8ECI W-8IMY, W-8ECI, W-8BEN or W-8BEN-E, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrowerthe Obligors and Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by Borrowerthe Obligors and Administrative Agent, certifying in the case of a Form W-8ECI W-8IMY, W-8ECI, W-8BEN or W-8BEN W-8BEN-E that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower the Obligors and Administrative Agent that it is not capable of receiving payments without with an exemption or reduction of any deduction or withholding of United States federal Federal income tax, and in the case of Form W-8ECI W-8IMY, W-8ECI, W-8BEN or W-8BEN-E, establishing an exemption from United States backup withholding tax. In the case of a Lender entitled to an exemption from the withholding of United States federal income tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” such Lender shall also deliver to Administrative Agent and the Obligors with its Form W-8IMY, W-8ECI, W-8BEN or W-8BEN-E or successor applicable form, as the case may be, a certificate, or certificates, to the effect that such Lender (or in the case of a Form W-8IMY, such Lender’s beneficial owners to the extent applicable) is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code and (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender providing such a certificate shall provide a new certificate at any time thereafter when a change in such Lender’s circumstances renders an existing certificate obsolete or invalid or requires a new certificate to be provided, and within fifteen Banking Days after a reasonable written request of Administrative Agent or the Obligors from time to time; provided that it shall not be a breach of this Section 2.5.7 if such Lender is unable to provide such certificate as a result of a Change of Law after the date it becomes a Lender hereunder. Each Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code shall provide two duly completed copies of United States Internal Revenue Service Form W-9 or successor applicable form, as the case may be, at the times specified for the delivery of forms under this Section 2.5.7 with respect to Forms W-8IMY, W-8ECI, W-8BEN or W-8BEN-E or successor applicable form, as the case may be. No Obligor shall be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.5.4.1 (or make an indemnification payment pursuant to Section 2.4.4.22.5.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.5.7.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and Date, each Lender upon becoming a Lender hereunder including any entity and each Person to which any Lender grants a participation (or otherwise transfers its interest in this Agreement agrees Agreement) agree that it they will deliver to Administrative Agent and Borrower either (Aa) if such Lender or Person is a statement that it is formed United States person (other than a corporation established under the laws of the United States or any political subdivision thereof), an executed copy of America or a state thereof United States Internal Revenue Service Form W-9, or (Bb) if it such Lender or Person is not so incorporateda corporation established under the laws of the United States or any political subdivision thereof, two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN or successor applicable form, as the case may bebe (certifying therein an entitlement to an exemption from, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income withholding taxes) plus, in the case of a Lender or a Person using the so-called "portfolio interest exemption," a duly completed and executed non-bank certificate in the form of Exhibit J, if applicable. Each Lender which delivers to Borrower and Administrative Agent a Form W-8BEN or W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI W-8BEN or W-8BENW-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8BEN or W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal federal income tax pursuant to Section 2.4.4.1 2.6.4 (or make an indemnification payment pursuant to Section 2.4.4.22.6.4) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.6.6.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Loans or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or shall deliver to the Borrower and the Administrative Agent (BA) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8BEN, Form W-8BEN-E or Form W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments of interest under this Agreement without deduction or withholding of any United States federal income taxes, or (B) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC and cannot deliver either United States Internal Revenue Service Form W-8BEN, FormW-8BEN-E or Form W-8ECI (with respect to a complete exemption under an income tax treaty) pursuant to clause (A) above (any such lender, a “Non-Bank Lender”), (x) a certificate substantially in the form of Exhibit K (any such certificate, a “Non-Bank Certificate”) and (y) two accurate and complete original signed copies of United States Internal Revenue Service Form W-8BEN or Form W-8BEN-E (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement. Each such Lender which delivers further agrees (i) promptly to notify the Borrower and the Administrative Agent of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or withholding of Indemnifiable Taxes and (ii) if such Lender has not so notified the Borrower and the Administrative Agent of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or withholding of Indemnifiable Taxes, then upon the reasonable request of the Borrower or the Administrative Agent, to deliver to the Borrower and the Administrative Agent a Form W-8ECI new certificate or W-8BEN form, certifying that such Lender is entitled to receive payments under this Agreement 76 without deduction of Indemnifiable Taxes, but only if and to the extent such Lender is legally entitled to do so. If a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15) fails to provide to the Borrower or the Administrative Agent pursuant to the preceding first sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BENthis Section 2.12(e) (or, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI an Assignee Lender, Section 8.05(c)) any certificates or W-8BEN other evidence required by such provision to establish that such Lender is is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in such Lender shall not be entitled to any indemnification under Section 2.12(a) for any such cases an event (including any change in any treatyTaxes imposed on such Lender primarily as a result of such failure, law or regulation) has occurred prior except to the date on which any extent that such delivery would otherwise be required which renders all Lender (or its assignor, if any) was entitled, at the time such forms inapplicable or which would reasonably prevent Lender became a Lender hereunder, to receive additional amounts from duly completing and delivering any such letter or form the Borrower with respect to it such Tax pursuant to Section 2.12(a). Notwithstanding anything to the contrary contained in this Section 2.12, the Borrower agrees to pay additional amounts and such to indemnify each Lender advises Borrower that it is not capable in the manner set forth in Section 2.12(a) and Section 2.12(c) (without regard to the identity of receiving payments without any the jurisdiction requiring the deduction or withholding withholding) in respect of United States federal income taxany amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Closing Date (or, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including becoming a Lender more than 30 days following the July 2017 Amendment Effective Date, after the date such Lender becomes a Lender) in any entity to which any Lender sellsapplicable law, assignstreaty, grants a participation ingovernmental rule, regulation, guideline or order, or otherwise transfers its rights under this Agreement) if in the obligation interpretation thereof, relating to pay Taxes other than FATCA, and, in the case of FATCA, any such additional amounts (change that is not substantially comparable or such indemnification) would not have arisen but for a failure of such Lender materially more onerous to comply with its obligations under this Section 2.4.7than FATCA.

Withholding Exemption Certificates. The Borrower shall not be required to pay any additional amount to (or indemnify) any Lender under Section 2.7(d) to the extent that the obligation to withhold or pay such amount with respect to Indemnified Taxes existed on the date that the Lender became a party to this Agreement (or, in the case of a transfer that is a participation holder, on the date such a participation holder became a transferee hereunder). Each of Administrative Agent on the Closing Date and each Lender (upon becoming a Lender hereunder including hereunder) and any entity Person to which any Lender grants a participation (or otherwise transfers its interest in this Agreement) as permitted by this Agreement agrees that on the date such Lender or Person becomes a party to this Agreement it will deliver to each of Borrower and Administrative Agent and Borrower either (A) if such Lender or Person is a statement that it is formed under the laws of the United States person as defined in the Code, two duly and appropriately completed copies of America a United States Internal Revenue Service Form W-9 or a state thereof any successor applicable form or (B) if it such Lender or Person is not so incorporateda United States person, two duly and appropriately completed copies of United States Internal Revenue Service Form W-8IMY, W-8ECI or W-8BEN (in the case of any Lender claiming an exemption under the so-called portfolio interest exemption rules, together with an exemption certificate reasonably satisfactory to Borrower and Administrative Agent) or successor applicable form, as the case may be, certifying be (claiming therein a reduction in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any an exemption from United States federal income withholding taxes), and, if reasonably requested by Borrower or Administrative Agent, any additional statements and forms so requested from time to time and including a U.S. taxpayer identification number if required by such form or otherwise necessary to obtain the benefit claimed. Each Lender required to deliver to Borrower and Administrative Agent a form, or certificate pursuant to the preceding sentence shall deliver such form or certificate as follows: (x) each Lender which is a party hereto on the Financial Closing Date shall deliver such form or certificate at least five (5) Banking Days prior to the first date on which any payment hereunder or under any other Financing Document is payable by Borrower hereunder for the account of such entity; (y) each assignee or participant shall deliver such form at least five (5) Banking Days before the effective date of such assignment or participation; and (z) Administrative Agent shall deliver such form or certificate to Borrower on the Financial Closing Date which shall include the Form W-8ECI for the Administrative Agent. Each Lender which delivers is required to deliver to Borrower and Administrative Agent a Form W-8ECI X-0, X-0XXX, X-0XXX or W-8BEN or other form or statement pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI X-0, X-0XXX, X-0XXX or W-8BEN, or successor applicable formsform or other form or certificate, or other manner of certification or procedure, as the case may be, on or at least ten (10) days before the date that any such letter form or form certificate expires or becomes obsolete (which date shall be notified by Borrower or Administrative Agent) or within a reasonable time (not to exceed sixty (60) days) after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms or certificates previously delivered by it to Borrower, Borrower and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxesAdministrative Agent, unless in any such cases an event (including any change in any treaty, law or regulationregulation other than the addition of a “limitation on benefits” provision to an existing tax treaty that did not have such a provision on the Financial Closing Date) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding taxit. Borrower shall not be obligated, however, obligated to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.7(d) (or make an indemnification payment pursuant to Section 2.4.4.22.7(d)) to any Lender or Person (including any entity Person to which any Lender sells, assigns, grants a participation in, or otherwise transfers transfers, its rights under this Agreement) if to the extent the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender or Person to comply with its obligations under this Section 2.4.72.7(d)(v) unless such failure is caused by a change of law other than the addition of a “limitation on benefits” provision to an existing tax treaty that did not have such a provision on the Financial Closing Date. Notwithstanding the foregoing or anything else to the contrary in this Agreement, no Lender or other Person shall be obligated to deliver any form, certificate or document which it cannot deliver as a matter of law.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and Date, each Lender and LC Issuer upon becoming a Lender hereunder including any entity or LC Issuer and each Person to which any Lender grants a participation (or otherwise transfers its interest in this Agreement agrees Agreement) agree that it they will deliver to Administrative Agent and Borrower Borrowers either (Aa) if such Lender, LC Issuer or Person is a statement that it is formed corporation established under the laws of the United States or any political subdivision thereof, an executed copy of America or a state thereof United States Internal Revenue Service Form W-9, or (Bb) if it such Lender, LC Issuer or Person is not so incorporated, a corporation established under the laws of the United States or any political subdivision thereof two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN or successor applicable form, as the case may bebe (certifying therein an entitlement to a reduction in, certifying or an exemption from, United States withholding taxes) and, in each case that such Lender or LC Issuer is entitled to receive payments under this Agreement without deduction or withholding not a “bank” within the meaning of any United States federal income taxesSection 881(c)(3)(A) of the Code, a duly completed and executed non-bank certificate in the form of Exhibit J (the “Non-Bank Certificate”). Each Lender or LC Issuer which delivers to Borrower Borrowers and Administrative Agent a Form W-8BEN or W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower Borrowers and Administrative Agent further copies of the said letter and Form W-8ECI W-8BEN or W-8BENW-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to BorrowerBorrowers, and such extensions or renewals thereof as may reasonably be requested by BorrowerBorrowers, certifying in the case of a Form W-8BEN or W-8ECI or W-8BEN that such Lender or LC Issuer is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender or LC Issuer from duly completing and delivering any such letter or form with respect to it and such Lender or LC Issuer advises Borrower Borrowers that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI W-8BEN or W-8BENW-8ECI, establishing an exemption from United States backup withholding tax. Borrower Notwithstanding any other provision of this Section 2.5.6, a Lender or LC Issuer shall not be obligated, however, required to deliver any form pursuant to this Section 2.5.6 that such Lender or LC Issuer is not legally able to deliver. Borrowers shall not be obligated to pay any additional amounts in respect of United States Federal federal income tax pursuant to Section 2.4.4.1 2.5.4 (or make an indemnification payment pursuant to Section 2.4.4.22.5.4) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) or LC Issuer if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender or LC Issuer to comply with its obligations under this Section 2.4.72.5.6. Administrative Agent will cause Confirming Bank to comply with the provisions of this Section 2.5.6 and aside from such compliance, the other terms of this Section 2.5.6 shall apply to Confirming Bank as if it were LC Issuer.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees and each LC Issuer upon becoming an LC Issuer agree that it they will deliver to the Administrative Agent and the Borrower either (Aa) if such Lender is a statement that it United States person (as such term is formed under the laws defined in Section 7701(a)(30) of the Code), an executed copy of a United States of America or a state thereof Internal Revenue Service Form W-9, or (Bb) if it such Lender is not so incorporateda United States person (as such term is defined in Section 7701(a)(30) of the Code), two duly completed copies of United States Internal Revenue Service Form W-8ECI W-8BEN or W-8BEN W-8BEN-E, W-8ECI, W-8EXP or W-8IMY or successor applicable form, as the case may bebe (certifying therein an entitlement to an exemption from or reduction in, certifying United States withholding taxes) plus, in each the case that of a Lender using the so-called “portfolio interest exemption,” a duly completed and executed non-bank certificate in the form of Exhibits E-1, E-2, E-3 or E-4, as applicable to such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes(each a “U.S. Tax Compliance Certificate”). Each Lender or LC Issuer which delivers to the Borrower and the Administrative Agent a Form W-8ECI W-9, W-8BEN or W-8BEN W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and/or a U.S. Tax Compliance Certificate, as the case may be, pursuant to the preceding sentence further undertakes to deliver to the Borrower and the Administrative Agent further copies of the said letter and Form W-8ECI W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, or successor applicable forms, or other manner of certification or procedure, and a U.S. Tax Compliance Certificate, as the case may be, on or before the date that any such letter form or form certificate expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrowerit, and such extensions or renewals thereof as may reasonably be requested by Borrowerthe Borrower or the Administrative Agent, certifying in the case of a Form W-8ECI W-9, W-8BEN or W-8BEN W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and/or a U.S. Tax Compliance Certificate, as the case may be, that such Lender or LC Issuer is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, or at a reduced rate, unless in any such cases an event (including any change in any treaty, law law, regulation or regulationthe circumstance of any Obligor or Affiliate of any Obligor (other than an Affiliate that is a Credit Party) or any designation of a new lending office or assignment described in the exception contained in clause (B) of Section 2.6.4(a) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms or certificates inapplicable or which would reasonably prevent a Lender or LC Issuer from duly completing and delivering any such letter form or form certificate with respect to it and such Lender or LC Issuer advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtax or at a reduced rate. Notwithstanding any other provision of this Section 2.6.5, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower no Person shall not be obligated, however, required to pay deliver any additional amounts in respect of United States Federal income tax form pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.6.5 that such Person is not legally able to deliver.

Withholding Exemption Certificates. Administrative Agent on Each Lender that is not a United States person within the Closing Date and each Lender meaning of Section 7701(a)(30) of the Code upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement Agreement, agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies an executed copy of United States Internal Revenue Service Form W-8IMY, W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8IMY, W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8IMY, W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8IMY, W-8ECI or W-8BEN that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without with an exemption or reduction of any deduction or withholding of United States federal Federal income tax, and in the case of Form W-8IMY, W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. In the case of a Lender entitled to an exemption from the withholding of United States federal income tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” such Lender shall also deliver to Administrative Agent and Borrower with its Form W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be, a certificate, or certificates, to the effect that such Lender (or in the case of a Form W-8IMY, such Lender’s beneficial owners to the extent applicable) is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code and (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender providing such a certificate shall provide a new certificate at any time thereafter when a change in such Xxxxxx’s circumstances renders an existing certificate obsolete or invalid or requires a new certificate to be provided, and within fifteen Banking Days after a reasonable written request of Administrative Agent or Borrower from time to time; provided that it shall not be a breach of this Section 2.5.7 if such Xxxxxx is unable to provide such certificate as a result of a Change of Law after the date it becomes a Lender hereunder. Each Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code shall provide an executed copy of United States Internal Revenue Service Form W-9 or successor applicable form, as the case may be, at the times specified for the delivery of forms under this Section 2.5.7 with respect to Forms W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.5.4.1 (or make an indemnification payment pursuant to Section 2.4.4.22.5.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.5.7.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Lender upon becoming a Lender hereunder including any entity and each Person to which any Lender grants a participation (or otherwise transfers its interest in this Agreement agrees Agreement) agree that it such Lender or Person will deliver to Administrative Agent and Borrower either (Aa) a statement that it if such Lender or Person is formed organized under the laws of the United States or any political subdivision thereof, an executed copy of America or a state thereof United States Internal Revenue Service Form W-9, or (Bb) if it such Lender or Person is not so incorporated, organized under the laws of the United States or any political subdivision thereof two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN or successor applicable form, as the case may be, be (certifying therein (i) in each case that such Lender is entitled not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, an entitlement to receive payments under this Agreement without deduction a reduction in, or withholding of any an exemption from, United States federal income withholding taxes with respect to payments of interest, and (ii) otherwise, an entitlement to an exemption from United States withholding taxes. ) and, in case such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a duly completed and executed non-bank certificate in the form of Exhibit I. Each Lender which delivers to Borrower and Administrative Agent a Form W-8BEN or W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI W-8BEN or W-8BENW-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8BEN or W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) regulation has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI W-8BEN or W-8BENW-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding any other provision of this Section 2.4.6, a Lender shall not be required to deliver any form pursuant to this Section 2.4.6 that such Lender is not legally able to deliver. Borrower shall not be obligated, however, obligated to pay any additional amounts in respect of United States Federal federal income tax pursuant to Section 2.4.4.1 2.4.4 (or make an indemnification payment pursuant to Section 2.4.4.22.4.4) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if to the extent the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.4.6.

Withholding Exemption Certificates. Administrative Agent on Each Lender that is not a United States person within the Closing Date and each Lender meaning of Section 7701(a)(30) of the Code upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement Agreement, agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8IMY, W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8IMY, W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8IMY, W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8IMY, W-8ECI or W-8BEN that such Lender is not a United States person and, to the extent applicable, is entitled to receive payments under this Agreement without with an exemption or reduction of the deduction or withholding of any United States federal Federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without with an exemption or reduction of any deduction or withholding of United States federal Federal income tax, and in the case of Form W-8IMY, W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. In the case of a Lender entitled to an exemption from the withholding of United States federal income tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” such Lender shall also deliver to Administrative Agent and Borrower with its Form W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be, a certificate, or certificates, to the effect that such Lender (or in the case of a Form W-8IMY, such Lender’s beneficial owners to the extent applicable) is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code and (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Lender providing such a certificate shall provide a new certificate at any time thereafter when a change in such Lender’s circumstances renders an existing certificate obsolete or invalid or requires a new certificate to be provided, and within fifteen Banking Days after a reasonable written request of Administrative Agent or Borrower from time to time; provided that it shall not be a breach of this Section 2.5.7 if such Lender is unable to provide such certificate as a result of a Change of Law after the date it becomes a Lender hereunder. Each Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code shall provide two duly completed copies of United States Internal Revenue Service Form W-9 or Table of Contents successor applicable form, as the case may be, at the times specified for the delivery of forms under this Section 2.5.7 with respect to Forms W-8IMY, W-8ECI and W-8BEN or successor applicable form, as the case may be. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.5.4.1 (or make an indemnification payment pursuant to Section 2.4.4.22.5.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.5.7.

Withholding Exemption Certificates. Administrative Agent Lender agrees that on the Closing Date and each date Lender upon becoming becomes a Lender hereunder including any entity party to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) if Lender is a statement that it is formed “United States person” as defined in Section 7701(a)(30) of the Code (other than a corporation established under the laws of the United States of America or a any state thereof or the District of Columbia or other exempt holders that in each case so certify), two duly and appropriately completed copies of a United States Internal Revenue Service Form W-9 or any applicable successor form establishing that Lender is not subject to United States backup withholding tax or (B) if it Lender is not so incorporateda “United States person,” as defined in 7701(a)(30) of the Code, (x) two duly and appropriately completed copies of United States Internal Revenue Service Form W-8IMY (together with any required attachments), W-8ECI or W-8BEN (claiming benefit under an applicable treaty) or applicable successor applicable form, as the case may be, certifying be and any required supporting documentation (claiming therein a reduction in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any an exemption from United States federal income withholding taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN), or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying (y) in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding Person claiming the “portfolio interest exemption,” two copies of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower statement certifying that it is not capable a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code or a “controlled foreign corporation” receiving payments without any deduction or withholding interest from a related person within the meaning of Section 881(c)(3)(C) of the Code, together with two duly and appropriately completed copies of United States federal income taxInternal Revenue Service Form W-8BEN certifying that such Person is not a United States person, and and, in each case, promptly following any reasonable request by Borrower, or upon expiration or obsolescence of any previously submitted form, any additional or successor form required by the case United States Internal Revenue Service in order to qualify for reduction of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding taxtaxes, or notify Borrower of its inability to deliver such forms. Borrower shall not be obligated, however, obligated to pay any additional amounts in respect of United States Federal federal income tax pursuant to Section 2.4.4.1 2.4(d) (or make an indemnification payment pursuant to Section 2.4.4.22.4(d)) to Lender or any Lender Person (including any entity Person to which any Lender sells, assigns, grants a participation in, or otherwise transfers transfers, its rights under this Agreement) if to the extent the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of Lender or such Lender Person to comply with its obligations under this Section 2.4.72.4(f). Notwithstanding the foregoing or anything else to the contrary in this Agreement, Lender shall not be obligated to deliver any form, certificate or document which it cannot deliver as a matter of law.

Withholding Exemption Certificates. Administrative Agent and each Letter of Credit Issuing Bank, on the Closing Date Date, and each Lender Lender, upon becoming a Lender hereunder including any entity hereunder, agree that they will deliver to which any Lender grants a participation or otherwise transfers its interest in this Agreement Borrower and Administrative Agent (and Administrative Agent agrees that it will deliver to Administrative Agent Borrower and Borrower Collateral Agent) either (Ai) a statement that it is formed under the laws a United States person (as defined in Section 7701(a)(30) of the United States of America or Code) pursuant to a state thereof Form W-9; or (Bii) if it is not so incorporateda United States person, (y) two duly completed copies of United States Internal Revenue Service Form W-8ECI or Form W-8BEN or successor applicable form, as appropriate, or (z) in the case may beof an Administrative Agent, Letter of Credit Issuing Bank or Lender claiming the benefits of the exemption for portfolio interest, a letter in the form of Exhibit J-1 “Withholding Certificate (Portfolio Interest)”, such Form W-8ECI or Form W-8BEN or letter in the form of Exhibit J-1 certifying in each case that such Administrative Agent, Letter of Credit Issuing Bank or Lender is entitled to receive payments under this Credit Agreement without deduction or withholding of any United States federal income taxes. Each Letter of Credit Issuing Bank and Lender which delivers to Borrower and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence or accompanying a letter in the form of Exhibit J-1 further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by BorrowerBorrower or Administrative Agent, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement Credit Agreement, the Notes and the other Credit Documents without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) a Change of Law has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it it. In the event that any Lender is not qualified or otherwise fails to satisfy the provisions of this Section 2.9(f), Borrower, Administrative Agent and such Lender advises shall take reasonable action at the expense of Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and to find another Person to be substituted for such Lender in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower manner provided in Section 11.11 hereof; provided that such Lender shall not be obligated, however, required to pay substitute any additional amounts other Person if such substitution would result in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to adverse consequence for which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender is not indemnified to comply with its obligations under this Section 2.4.7satisfaction.

Withholding Exemption Certificates. Administrative Agent Each Agent, on or before the Closing Date Date, and each Lender Lender, upon becoming a Lender hereunder including any entity hereunder, agree that they will deliver to which any Lender grants Borrower and the Administrative Agent (in case of a participation or otherwise transfers its interest in this Agreement Lender) (and the Administrative Agent agrees that it will deliver to Administrative Agent and Borrower Borrower) either (Ai) a statement that it is formed under the laws a United States person (as defined in Section 7701(a)(30) of the United States of America or a state thereof Code); or (Bii) if it is not so incorporateda United States person, a letter in the form of Exhibit X-0, Xxxxxxx X-0 or Exhibit L-3 (forms of "Withholding Certificate (Treaty)," "Withholding Certificate (Effectively Connected)" and "Withholding Certificate (Portfolio Interest)", respectively), as appropriate, and two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Agent or Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and the Administrative Agent a Form W-8BEN (claiming an exemption under an applicable treaty or a portfolio interest exemption) or W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and to the Administrative Agent further copies of the said letter and Form W-8ECI W-8BEN or W-8BENW-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by BorrowerBorrower or the Administrative Agent, certifying in the case of a Form W-8BEN or W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement and the other Financing Documents without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) a Change of Law has occurred after the Closing Date and prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. In the event that any Lender is not qualified or otherwise fails to satisfy the provisions of this Section 2.4(g), Borrower, the Administrative Agent and such Lender shall cooperate to find another Person to be substituted for such Lender in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts manner provided in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.710.12.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees and each LC Issuer upon becoming an LC Issuer agree that it they will deliver to Administrative Agent and Borrower Co-Borrowers either (Aa) if such Lender or such LC Issuer is a statement that it United States person (as such term is formed under the laws defined in Section 7701(a)(30) of the Code), an executed copy of a United States of America or a state thereof Internal Revenue Service Form W‑9, or (Bb) if it such Lender or such LC Issuer is not so incorporateda United States person (as such term is defined in Section 7701(a)(30) of the Code), two duly completed copies of United States Internal Revenue Service Form W-8ECI W‑8BEN or W-8BEN W-8BEN-E, W-8EXP, W‑8ECI or W-8IMY or successor applicable form, as the case may bebe (certifying therein an entitlement to an exemption from or reduction in, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income withholding taxes) plus, in the case of a Lender or an LC Issuer using the so-called “portfolio interest exemption,” a duly completed and executed non-bank certificate in the form of Exhibit J, if applicable (a “U.S. Tax Compliance Certificate”). Each Lender or each LC Issuer which delivers to Borrower Co-Borrowers and Administrative Agent a Form W-8ECI W-9, W‑8BEN or W-8BEN W-8BEN-E, W-8EXP, W‑8ECI or W-8IMY and a U.S. Tax Compliance Certificate, as the case may be, pursuant to the preceding sentence further undertakes to deliver to Borrower Co-Borrowers and Administrative Agent further copies of the said letter and Form W-8ECI W-9, W‑8BEN or W-8BEN-E, W-8EXP, W‑8ECI or W-8IMY, or successor applicable forms, or other manner of certification or procedure, and a U.S. Tax Compliance Certificate, as the case may be, on or before the date that any such letter form or form certificate expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrowerit, and such extensions or renewals thereof as may reasonably be requested by Borrowerany Co-Borrower or Administrative Agent, certifying in the case of a Form W-8ECI W-9, W‑8BEN or W-8BEN W-8BEN-E, W-8EXP, W‑8ECI or W-8IMY and a U.S. Tax Compliance Certificate, as the case may be, that such Lender or such LC Issuer is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, or at a reduced rate, unless in any such cases an event (including any change in any treaty, law law, regulation or regulationthe circumstance of any Borrower Party or Affiliate of any Borrower Party (other than an Affiliate that is a Credit Party) or any designation of a new lending office or assignment described in the exception contained in clause (B) of Section 2.6.4(a) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms or certificates inapplicable or which would reasonably prevent a Lender or an LC Issuer from duly completing and delivering any such letter form or form certificate with respect to it and such Lender or such LC Issuer advises such Co-Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in tax or at a reduced rate. For the case avoidance of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligateddoubt, however, no Co-Borrower shall be obligated to pay any additional amounts in respect of United States Federal federal income tax pursuant to Section 2.4.4.1 2.6.4 (or make an indemnification payment pursuant to Section 2.4.4.22.6.4) to any Lender or any LC Issuer (including any entity to which any Lender or any LC Issuer sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender or such LC Issuer to comply with its obligations under this Section 2.4.72.6.5 to the extent it was legally able to do so. Notwithstanding any other provision of this Section 2.6.5, no Person shall be required to deliver any form pursuant to this Section 2.6.5 that such Person is not legally able to deliver.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (Aa) a statement that it is formed under the laws of the United States of America or a state thereof thereof, or (Bb) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 2.8.4(a) (or make an indemnification payment pursuant to Section 2.4.4.22.8.4(b)) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.72.8.7.

Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest Nothing in this Agreement Section 2.11(f) shall be construed to require Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person. Lender agrees that it will deliver to Administrative Agent and Borrower Borrowers either (Ai) a statement that it is formed under the laws a United States person (as defined in Section 7701(a)(30) of the United States of America or a state thereof Code); or (Bii) if it is not so incorporateda United States person, a letter in the form of Exhibit E-1, Exhibit E-2 or Exhibit E-3 (forms of “Withholding Certificate (Treaty),” “Withholding Certificate (Effectively Connected)” and “Withholding Certificate (Portfolio Interest)”, respectively), as appropriate, and two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each If Lender which delivers to Borrower and Administrative Agent Borrowers a Form W-8BEN (claiming an exemption under an applicable treaty or a portfolio interest exemption) or W-8ECI or W-8BEN pursuant to the preceding sentence sentence, Lender further undertakes to deliver to Borrower and Administrative Agent Borrowers further copies of the said letter and Form W-8ECI W-8BEN or W-8BENW-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to BorrowerBorrowers, and such extensions or renewals thereof as may reasonably be requested by BorrowerBorrowers, certifying in the case of a Form W-8BEN or W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement and the other Financing Documents without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) a Change of Law has occurred prior to after the date on which any such delivery would otherwise be required Closing Date which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7it.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Borrowing or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, shall deliver to Borrower and Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding or with reduced deduction or withholding of any United States federal income taxes. Each such Lender which delivers further agrees (i) promptly to notify Borrower and Administrative Agent a Form W-8ECI of any change of circumstances (including any change in any treaty, law or W-8BEN pursuant to regulation) which would prevent such Lender from receiving payments hereunder without any deduction or withholding or with reduced deduction or withholding of such taxes as indicated on the preceding sentence further undertakes to deliver to most recent such certificate or other form previously delivered by such Lender and (ii) if such Lender has not so notified Borrower and Administrative Agent further copies of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or withholding or with reduced deduction or withholding of taxes as indicated on the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, most recent such certificate or other manner of certification or procedureform previously delivered by such Lender, as the case may be, then on or before the date that any certificate or 41 46 other form delivered by such letter or form Lender under this Subsection 2.13(b) expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms such certificate or form previously delivered by it such Lender, to Borrower, deliver to Borrower and such extensions Administrative Agent a new certificate or renewals thereof as may reasonably be requested by Borrowerform, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding or with reduced deduction or withholding of such taxes. If any Lender fails to provide to Borrower or Administrative Agent pursuant to this Subsection 2.13(b) (or, in the case of an Assignee Lender, Subsection 8.5(c)) any certificates or other evidence required by such provision to establish that such Lender is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding or with reduced deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) entitled to any indemnification under Subsection 2.13(a) for any Taxes imposed on such Lender (including any entity to which any Lender sells, assigns, grants primarily as a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure result of such Lender to comply with its obligations under this Section 2.4.7failure.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Borrowing or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, shall deliver to the Borrowers and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each such Lender which delivers further agrees (i) promptly to Borrower notify the Borrowers and the Administrative Agent a Form W-8ECI of any change of circumstances (including any change in any treaty, law or W-8BEN pursuant to regulation) which would prevent such Lender from receiving payments hereunder without any deduction or withholding of such taxes and (ii) if such Lender has not so notified the preceding sentence further undertakes to deliver to Borrower Borrowers and the Administrative Agent further copies of the said letter and Form W-8ECI any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or W-8BENwithholding of taxes, or successor applicable forms, or other manner of certification or procedure, as the case may be, then on or before the date that any certificate or other form delivered by such letter or form Lender under this SECTION 2.13(b) expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms certificate or form previously delivered by it such Lender, to Borrower, deliver to the Borrowers and such extensions the Administrative Agent a new certificate or renewals thereof as may reasonably be requested by Borrowerform, certifying that such Lender is entitled to receive payments under this Agreement without deduction or such taxes. If any Lender fails to provide to the Borrowers or the Administrative Agent pursuant to this SECTION 2.13(b) (or, in the case of a Form W-8ECI an Assignee Lender, SECTION 8.05(c)) any certificates or W-8BEN other evidence required by such provision to establish that such Lender is is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) entitled to any indemnification under SECTION 2.13(a) for any Taxes imposed on such Lender (including any entity to which any Lender sells, assigns, grants primarily as a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure result of such Lender to comply with its obligations under this Section 2.4.7failure.

Withholding Exemption Certificates. Administrative Agent on On or prior to the Closing Date and date of the initial Loans or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed not organized under the laws of the United States of America or a state thereof or shall deliver to the Borrower and the Administrative Agent (BA) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8BEN, Form W-8BEN-E or Form W-8ECI or W-8BEN (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments of interest under this Agreement without deduction or withholding of any United States federal income taxes, or (B) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC and cannot deliver either United States Internal DB1/ 120286909.9 -00- Xxxxxxx Xxxxxxx Xxxx X-0XXX, XxxxX-0XXX-X or Form W-8ECI (with respect to a complete exemption under an income tax treaty) pursuant to clause (A) above (any such lender, a “Non- Bank Lender”), (x) a certificate substantially in the form of Exhibit K (any such certificate, a “Non- Bank Certificate”) and (y) two accurate and complete original signed copies of United States Internal Revenue Service Form W-8BEN or Form W-8BEN-E (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement. Each such Lender which delivers further agrees (i) promptly to notify the Borrower and the Administrative Agent of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or withholding of Indemnifiable Taxes and (ii) if such Lender has not so notified the Borrower and the Administrative Agent of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or withholding of Indemnifiable Taxes, then upon the reasonable request of the Borrower or the Administrative Agent, to deliver to the Borrower and the Administrative Agent a Form W-8ECI new certificate or W-8BEN form, certifying that such Lender is entitled to receive payments under this Agreement without deduction of Indemnifiable Taxes, but only if and to the extent such Lender is legally entitled to do so. If a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15) fails to provide to the Borrower or the Administrative Agent pursuant to the preceding first sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BENthis Section 2.12(e) (or, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI an Assignee Lender, Section 8.05(c)) any certificates or W-8BEN other evidence required by such provision to establish that such Lender is is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in such Lender shall not be entitled to any indemnification under Section 2.12(a) for any such cases an event (including any change in any treatyTaxes imposed on such Lender primarily as a result of such failure, law or regulation) has occurred prior except to the date on which any extent that such delivery would otherwise be required which renders all Lender (or its assignor, if any) was entitled, at the time such forms inapplicable or which would reasonably prevent Lender became a Lender hereunder, to receive additional amounts from duly completing and delivering any such letter or form the Borrower with respect to it such Tax pursuant to Section 2.12(a). Notwithstanding anything to the contrary contained in this Section 2.12, the Borrower agrees to pay additional amounts and such to indemnify each Lender advises Borrower that it is not capable in the manner set forth in Section 2.12(a) and Section 2.12(c) (without regard to the identity of receiving payments without any the jurisdiction requiring the deduction or withholding withholding) in respect of United States federal income taxany amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Closing Date (or, and in the case of Form W-8ECI any Lender becoming a Lender more than 30 days following the Closing Date, after the date such Lender becomes a Lender) in any applicable law, treaty, governmental rule, regulation, guideline or W-8BENorder, establishing an exemption from United States backup withholding taxor in the interpretation thereof, relating to Taxes other than FATCA, and, in the case of FATCA, any such change that is not substantially comparable or materially more onerous to comply with than FATCA. Borrower shall not be obligated, however, (f) Lender to pay Use Reasonable Efforts. Any Lender claiming any additional amounts in respect of United States Federal income tax Indemnifiable Taxes payable pursuant to this Section 2.4.4.1 2.12 shall use reasonable efforts (or make an indemnification payment pursuant to Section 2.4.4.2consistent with legal and regulatory restrictions and such Lender’s internal policies) to file any Lender (including certificate or document reasonably requested by the Borrower, if the making of such a filing would avoid the need for or reduce the amount of any entity such Indemnifiable Taxes attributable to which the Loans and would not, in the sole determination of such Lender, result in any Lender sellsunreimbursed loss, assigns, grants a participation in, cost or expense or otherwise transfers its rights under this Agreement) if the obligation be disadvantageous to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.7Lender.