Common use of Status of Lenders; Tax Documentation Clause in Contracts

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States: (A) Any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company and the Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I1) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II2) executed originals of IRS Internal Revenue Service Form W-8ECI, (III3) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. (iv) If a payment made to a Lender by or on account of any obligation of Borrower hereunder or under any other Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or 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 Borrower or Administrative Agent as may be necessary for Borrower and 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 subparagraph (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States: (A) Any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and. (Bii) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (IA) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (IIB) executed originals of IRS Internal Revenue Service Form W-8ECI, (IIIC) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IVD) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (VE) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I1) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II2) executed originals of IRS Form W-8ECI, (III3) executed originals of IRS Form W-8IMY and all required supporting documentation;, (IV4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. (iv) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or 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 Borrower or Administrative Agent as may be necessary for Borrower and 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 (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, to determine (A) whether or not payments made by the respective Borrowers hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax Tax purposes in the applicable jurisdictionjurisdictions. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), 3.01(e)(ii)(B) and 3.01(e)(iv) 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, if the Company is resident for tax purposes in the United States:, (A) Any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient), on or before the date it becomes a party to this Agreement, executed originals of IRS Internal Revenue Service Form W-9 W-9, or any subsequent versions thereof or successors thereto, or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent as will enable the Company such Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company on behalf of any Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN W-8BEN-E (or W-8BEN, as applicable), or any subsequent versions thereof or successors thereto, claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, or any subsequent versions thereof or successors thereto, (III) executed originals of IRS Internal Revenue Service Form W-8IMY W-8IMY, or any subsequent versions thereof or successors thereto, and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company such Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN-E (or W-8BEN, as applicable), or any subsequent versions thereof or successors thereto, or (V) to the extent a Foreign Lender is not the beneficial owner with respect to an interest in any Loan, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, Internal Revenue Service 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 E-4 on behalf of each such direct and indirect partner. (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company on behalf of any Borrower or the Administrative Agent) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company such Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, reduction and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company any Borrower or the Administrative Agent make any withholding or deduction for taxes Taxes from amounts payable to such Lender. (iv) If any payment made pursuant to this Agreement to any Lender or any other recipient of any payment to be made by or on account of any obligation under this Agreement would be subject to U.S. Federal withholding Tax imposed by FATCA if such recipient 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), each such Lender or other recipient shall deliver to the Company and the Administrative Agent at the time or times prescribed by applicable Laws and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such recipient has complied with such recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this Section 3.01, “Law” shall include FATCA, and, solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender and any other recipient of any payment to be made by or on account of any obligation under this Agreement agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update and deliver to the Company and Administrative Agent such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document Documents are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, to determine whether or not certifying that such Lender is subject to exempt from U.S. federal backup withholding or information reporting requirements; andwithholding; (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN or Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or Form W-8BEN-E, as applicable, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Laws law to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made.; and (iiiC) If if a payment made to a Lender under any Loan Document would be subject to United States Federal 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Company Borrower or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary for the Company 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 Section 3.01(e)(ii)(C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each The Administrative Agent and each Lender and L/C Issuer shall deliver to the Company Borrower and to the Administrative Agent, on the date it becomes a party to this Agreement, at the time or times prescribed by applicable Laws or and when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) the Administrative Agent’s, such Lender’s or L/C Issuer’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to the Administrative Agent or such Lender or L/C Issuer, as applicable, by the Company Borrower pursuant to this Agreement or otherwise to establish the Administrative Agent’s or such Lender’s or L/C Issuer’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any the Administrative Agent and any Lender or L/C Issuer that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent duly completed and executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) duly completed and executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) duly completed and executed originals of IRS Internal Revenue Service Form W-8ECI, (III) duly completed and executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) duly completed and executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the The Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) each Lender and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender L/C Issuer shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of the Administrative Agent, such LenderLender or such L/C Issuer, as applicable, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender Secured Party shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction as will permit payments to be made without withholding or at a reduced rate of withholding and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to TaxesTaxes or information reporting, (B) if applicable, the required rate of withholding or deduction, and (C) such LenderSecured Party’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender Secured Party by the Company Borrower pursuant to this Agreement or otherwise to establish such LenderSecured Party’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is a resident for tax purposes in the United States:, (A) Any Lender any Secured Party that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent Agent, on or prior to the date on which such Secured Party becomes a Secured Party under any Loan Document (or from time to time thereafter upon reasonable request by the Borrower or Administrative Agent), executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, to determine whether or not certifying that such Lender is subject to exempt from U.S. federal backup withholding or information reporting requirementstaxes; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;documentation (including Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, and/or W-9, and any certificate described in (IV), if applicable) establishing entitlement to an exemption from or reduction in the rate of withholding Tax, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iiiC) If if a payment made to a Lender under any Loan Document would be subject to United States Federal U.S. federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Company Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary for the Company 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 (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iviii) Each Lender Secured Party shall promptly (A) update any form or certification that becomes expired or obsolete or inaccurate in any respect, (B) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (BC) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such LenderSecured Party, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes Taxes from amounts payable to such LenderSecured Party.

Status of Lenders; Tax Documentation. (i) For purposes of this Section 3.01(e), the term “Lender” includes any L/C Issuer. Each Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under any Loan Document shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company 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 taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicablebackup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the delivery, completion and execution of documentation and other requested information described in this subsection (e)(i) (and not, for the avoidance of doubt, otherwise described in subsection (e)(ii)) shall not be required rate if in the Lender’s reasonable judgment such delivery, completion or execution would subject the Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if on or prior to the Company date on which a Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), but only to the extent it is resident for tax purposes in the United States:legally entitled to do so, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code U.S. Person shall deliver to the Company Borrower and the Administrative Agent executed originals copies of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and; (B) Each any Foreign Lender that shall, to the extent it is legally entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall do so, deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be reasonably requested by the recipient), 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 Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E 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 Loan Document, IRS Form W-8BEN or W-8BEN-E 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) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the 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 and (y) executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or H-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 H-4 on behalf of each such direct and indirect partner together with the executed copies of the applicable IRS Forms; (C) any Foreign Lender shall, to 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 reasonably requested by the Recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals copies of any other form prescribed by applicable Laws Law as a basis for claiming exemption from or a reduction in United States Federal U.S. federal withholding tax Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws Applicable Law to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Company Borrower or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary for the Company 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 (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, reduction or if any form or certification it previously delivered becomes obsolete or inaccurate or expires and (B) take update any such steps as shall not be materially disadvantageous to it, form or certification or notify the Borrower and Administrative Agent in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation writing of its Lending Office) legal inability to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lenderdo so.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I1) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II2) executed originals of IRS Form W-8ECI, (III3) executed originals of IRS Form W-8IMY and all required supporting documentation;, (IV4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower, the other Loan Parties and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower, the other Loan Parties or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower, and the other Loan Parties or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower or any other Loan Party, as the case may be pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (iii) Without limiting the generality of the foregoing, if the Company Borrower or any other Loan Party, as the case may be, is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower, the other Loan Parties and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower, the other Loan Parties or the Administrative Agent as will enable the Company Borrower, the other Loan Parties or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower, the other Loan Parties and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower, the other Loan Parties or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower or any other Loan Party within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower, and the other Loan Parties or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (ivii) Each Lender shall promptly (A) notify the Company Borrower, the other Loan Parties and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower, the other Loan Parties or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. (iii) Each of the Loan Parties shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Loan Party, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws laws or when reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section § 7701(a)(30) of the Internal Revenue Code shall deliver to the Company and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws laws or reasonably requested by the Company or the Administrative Agent as will enable the Company Borrowers or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws laws to permit the Company Borrowers or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iiiC) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such each Foreign Lender shall deliver to provide, promptly upon the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by reasonable demand of the Company or the Administrative Agent Agent, any information, form or document, accurately completed, that may be required in order to demonstrate that such documentation prescribed by applicable Law (Foreign Lender is in compliance with the requirements of FATCA, including as prescribed by Section 1471(b)(3)(C)(i§ 1471(b) of the Internal Revenue Code, if such Foreign Lender is a foreign financial institution (as such term is defined in § 1471(d)(4) of the Code) and or § 1472(b), if such additional documentation reasonably requested by Foreign Lender is a non-financial foreign entity (as such term is defined in § 1472(d) of the Company or the Administrative Agent as may be necessary for the Company 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 paymentCode). (iviii) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws laws of any jurisdiction that the Company Borrowers or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower, the Paying Agent and to the Administrative Agent, at the time such Lender becomes a party to this Agreement and at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower, the Paying Agent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower, the Paying Agent or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictionjurisdiction and (D) the applicability of, or compliance with, any obligations in respect of the exchange of information by or on behalf of the Paying Agent or the Administrative Agent under or in connection with the EU Savings Directive. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:; (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable United States federal Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of United States federal withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I1) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II2) executed originals of IRS Internal Revenue Service Form W-8ECI, (III3) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrower, the Paying Agent and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) at the request and expense of the Borrower, take such steps as shall not be materially disadvantageous to it, it as determined in the reasonable judgment sole good faith discretion of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower, the Paying Agent or the Administrative Agent make any withholding or deduction for taxes Indemnified Taxes from amounts payable to such Lender. (iv) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower, the Paying Agent 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, the Paying Agent or the Administrative Agent as may be necessary for (i) the Borrower, the Paying Agent and the Administrative Agent to comply with their obligations under FATCA and (ii) 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 (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Status of Lenders; Tax Documentation. (i) Each Lender Recipient shall deliver to the Company Borrower Agent and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower Agent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower Agent or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such LenderRecipient’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender Recipient by the Company Loan Parties pursuant to this Agreement or otherwise to establish such LenderRecipient’s status for withholding tax purposes in the applicable jurisdiction; provided each Recipient shall only be required to deliver such documentation as it may legally provide. 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 paragraphs (e)(ii)(A), (ii)(B), (iii) and (iv) of this Section) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States: (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code U.S. Person shall deliver to the Company Borrower Agent and the Administrative Agent executed originals copies of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower Agent or the Administrative Agent as will enable the Company Borrower Agent or the Administrative Agent, as the case may be, to determine whether or not such Lender Recipient is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower Agent and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower Agent or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals copies of IRS Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party, if any, (II) executed originals copies of IRS Internal Revenue Service Form W-8ECI, , (III) executed originals copies of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Parent and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Parent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Parent or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company a Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Parent and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Parent or the Administrative Agent as will enable the Company Parent or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Parent and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Parent or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, , (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.,

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrowers, Holdings and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrowers, Holdings or the Administrative Agent, as the case may be, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrowers, Holdings or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrowers or Holdings, as the case may be, pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if any Borrower or Holdings, as the Company case may be, is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company applicable Borrower or Holdings, as the case may be, and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company such Borrower, Holdings or the Administrative Agent as will enable the Company such Borrower, Holdings or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company applicable Borrower, Holdings and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company such Borrower, Holdings or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Irish Holdings within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrowers, Holdings and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrowers, Holdings or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes in the United States: (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I1) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,; (II2) executed originals of IRS Form W-8ECI,; (III3) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, -E; or (V5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a any Lender hereunder or under any other Loan Document would be subject to United States Federal federal withholding tax imposed by pursuant to FATCA if such Lender were to fail fails to comply with the applicable reporting and other requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrower and the Administrative Agent Agent, at the time or times prescribed by Law and at such time applicable law or times as reasonably requested by the Company Borrower or the Administrative Agent Agent, such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary for the Company Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such a Lender has complied with such Lender’s its 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. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased for transmittal to the Borrower and the Administrative Agent) executed originals of IRS Form W-9 (or proper substitute or successor form) or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, to determine whether or not establishing that such Lender (or Participant) is not subject to U.S. backup withholding withholding, and provide a new IRS Form W-9 (or information reporting requirementsproper substitute or successor form) upon the expiration or obsolescence of any previously delivered form; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (or in such number the case of copies as shall be requested by the recipient) on or prior a Participant, to the date on Lender from which such Foreign Lender becomes a Lender under this Agreement (the related participation shall have been purchased for transmittal to the Borrower and from time to time thereafter upon the request of the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Form W-8BEN W-8BEN, Form W-8ECI or Form W-8IMY (together with all additional documentation required to be transmitted with Form W-8IMY, including the appropriate forms described in this Section), as applicable, or any subsequent versions thereof or successors thereto properly completed and duly executed by such Foreign Lender (i) certifying such Foreign Lender’s entitlement to a zero rate of, or a complete exemption from, or a reduced rate of, U.S. Federal withholding tax on all payments by the Borrower or the Administrative Agent under this Agreement and the other Loan Documents, or (ii) if the Foreign Lender is claiming eligibility for benefits exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of an income tax treaty the Code with respect to which the United States is a party, (II) payments of “portfolio interest”, executed originals of IRS Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) W-8BEN together with a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Internal Revenue Code or any other necessary documentation. Such forms shall be true and accurate and shall be delivered by each Foreign Lender on or before the date it becomes a party to this Agreement (y) executed originals of IRS Form W-8BENor, or (V) executed originals in the case of any other form prescribed Participant, on or before the date such Participant purchases the related participation) and promptly from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent. In addition, each Foreign Lender shall deliver such forms promptly upon the obsolescence or invalidity, or at such times as is reasonably requested by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as of any form previously delivered by such Foreign Lender. Each Foreign Lender shall promptly notify the case may beBorrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, to determine the withholding or deduction a Foreign Lender shall not be required to be madedeliver any form pursuant to this paragraph that such Foreign Lender is not legally able to deliver. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is a resident for tax purposes in the United States: (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, , (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.,

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower, the other Loan Parties and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower, the other Loan Parties or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower, the other Loan Parties or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower or any other Loan Party, as the case may be, pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower or any other Loan Party, as the case may be is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower, the other Loan Parties and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower, the other Loan Parties or the Administrative Agent as will enable the Company applicable Borrower, the other Loan Parties or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower, the other Loan Parties and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower, the other Loan Parties or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower or other Loan Party within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower Representative and to the Administrative Agent, at and the time or times prescribed by applicable Laws or Administrative Agent shall deliver to the Borrower Representative, when reasonably requested by the Company Borrowers or the Administrative Agent, as the case may be, such properly completed and executed documentation prescribed by applicable Laws Requirements of Law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Credit Document are subject to Taxeswithholding, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s or the Administrative Agent’s entitlement to any available exemption from, or reduction of, applicable Taxes withholding in respect of all any payments to be made to such Lender or the Administrative Agent by the Company an Obligor pursuant to this Agreement or any other Credit Document and (D) whether or not such Lender or the Administrative Agent is subject to backup withholding or information reporting requirements or otherwise to establish such Lender’s or the Administrative Agent’s status for withholding tax Tax purposes in the any applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower Representative and the Administrative Agent executed (in such number of signed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or as shall be reasonably requested by the Company recipient), on or prior to the Administrative Agent as will enable the Company or the Administrative Agentdate on which such “United States person” became a Lender under this Agreement, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirementsIRS Form W-9; and (B) Each Foreign each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax Tax with respect to any payments hereunder or under any other Loan Credit Document shall deliver to the Company Borrower Representative and the Administrative Agent (in such number of copies signed originals as shall be requested by the recipient) ), on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so)Agreement, whichever of the following is applicable: (I) executed originals in the case of IRS Form W-8BEN a Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to such tax treaty, (II) executed originals in the case of a Lender for whom any payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECIW-8ECI (or successor thereto), (III) executed originals in the case of a Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender), (1) IRS Form W-8IMY on behalf of itself and all (2) the relevant forms prescribed in clauses (A) and (B) (I), (II), (IV) and (V) of this paragraph (e)(ii) that would be required supporting documentation;of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if such Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) or 871(h) of the Code, such Lender may provide a Non-Bank Certificate (as described below) on behalf of such partners, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) or 871(h) of the Internal Revenue Code, (x) a certificate (substantially in the form of Exhibit H (a “Non-Bank Certificate”)) to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company U.S. Borrower within the meaning of section Section 881(c)(3)(B) of the Internal Revenue Code, Code or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Internal Revenue Code Code, and that no payments are effectively connected with a U.S. trade or business, and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN, or-E, (V) executed originals of any other form prescribed by applicable Laws Requirements of Law or such other evidence satisfactory to Borrowers as a basis for claiming any available exemption from or a reduction in United States Federal withholding tax Tax together with such supplementary documentation as may be prescribed by applicable Laws Requirements of Law to permit the Company Borrowers or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made., or (iiiVI) If if a payment made to a Lender under any Loan Document would be subject to United States U.S. Federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrower Representative and the Administrative Agent Agent, at the time or times prescribed by applicable Requirements of Law and at such time or times reasonably requested by the Company Borrowers or the Administrative Agent Agent, such documentation prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrowers or the Administrative Agent as may be necessary for the Company Borrowers and the Administrative Agent to comply with their respective obligations under FATCA and FATCA, to determine that whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (VI), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (ivVII) Notwithstanding anything to the contrary in this Section 8.6(e)(ii), in no event will any Lender be required to provide any documentation such Lender is legally ineligible to deliver. (iii) Each Lender and Administrative Agent shall promptly (A) notify the Company Borrowers and the Administrative Agent of any change in circumstances which would modify or render invalid any previously delivered form or documentation or any claimed exemption or reductionreduction and provide updated documentation (or promptly notify Borrowers and the Administrative Agent of its legal ineligibility to do so). Each Lender or Administrative Agent that has previously delivered any documentation required herein shall, and (B) take such steps as shall not be materially disadvantageous to it, in upon the reasonable judgment request of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrowers or the Administrative Agent, deliver to the Borrower Representative and the Administrative Agent make additional copies of such form (or successor thereto) on or before the date such form expires or becomes obsolete or promptly notify Borrowers and the Administrative Agent of its legal ineligibility to do so. (iv) Upon execution of this Agreement, the Administrative Agent shall deliver to the Borrower Representative an accurate, complete, signed copy of IRS Form W-8IMY certifying in Part I that it is a qualified intermediary and checking the boxes in Part III, Line 14a and Line 14b. (v) Each Lender hereby authorizes the Administrative Agent to deliver to the Obligors and to any withholding or deduction for taxes from amounts payable successor Administrative Agent any documentation provided by such Lender to such Lenderthe Administrative Agent pursuant to this Section 8.6(e).

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax Tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I1) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II2) executed originals of IRS Form W-8ECI, (III3) executed originals of IRS Form W-8IMY and all required supporting documentation;, (IV4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit G-1, G-2, G-3 or G-4, as applicable, to the effect that such Foreign Lender Lender, or beneficial owner thereof, is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes Taxes from amounts payable to such Lender. Notwithstanding anything to the contrary in clauses (i) and (ii), the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (e)(ii)(B)(1)-(4) and (e)(iii) 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. (iv) If a payment made to a Lender by or on account of any obligation of Borrower hereunder or under any other Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or 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 Borrower or Administrative Agent as may be necessary for Borrower and 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 subparagraph (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code Code, other applicable Law or any applicable treaty to an exemption from or reduction of U.S. federal withholding tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) (or section 871(h), if applicable) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit N-1 to the effect that no interest payments in connection with any Loan Document are effectively connected with the Foreign Lender’s conduct of a U.S. trade or business and such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) (or section 871(h)(3)(B), if applicable) of the Internal Revenue Code, Code or (C) a “controlled foreign corporation” related to the Borrower as described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, (IV) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or participating Lender transferring some or all of its beneficial ownership to a participant), executed originals of Internal Revenue Service Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN, a certificate in substantially the form of Exhibit N-2, N-3 or N-4 (as applicable), Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a certificate, in substantially the form of Exhibit N-2, on behalf of such beneficial owner(s) (in lieu of causing each partner to provide such certificate), or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) Each Lender shall, from time to time after the initial delivery by such Lender of the forms described above, whenever a lapse in time or change in such Lender’s circumstances renders such forms, certificates or other evidence so delivered obsolete, expired or inaccurate, promptly (1) deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) renewals, amendments or additional or successor forms, properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish such Lender’s status or that such Lender is entitled to an exemption from or reduction in applicable tax or (2) notify Administrative Agent and Borrower in writing of its inability to deliver any such forms, certificates or other evidence. (iv) If a payment made to a Foreign Lender under any Loan Document would be subject to United States Federal federal withholding tax imposed by FATCA if such Foreign Lender were to fail fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable)FATCA, such Foreign Lender shall deliver to the Company Borrower and the Administrative Agent Agent, at the time or times prescribed by Law the applicable law and at such time times or times reasonably requested by the Company Borrower or the Administrative Agent such Agent, any documentation prescribed required by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) law and such additional documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary sufficient for the Company and Borrower or the Administrative Agent to comply with their its obligations under FATCA and FATCA, to determine that whether such Foreign Lender has complied with such Lender’s obligations under FATCA or applicable reporting requirements and/or to determine the amount to deduct and withhold from such payment. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make whether any withholding or deduction for taxes from amounts payable to such Lenderis required under FATCA.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code Code, other applicable Law or any applicable treaty to an exemption from or reduction of U.S. federal withholding tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI (or any successor form), (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) (or section 871(h), if applicable) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit L-1 to the effect that no interest payments in connection with any Loan Document are effectively connected with the Foreign Lender’s conduct of a U.S. trade or business and such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A881(c)(3)(a) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B881(c)(3)(b) (or section 871(h)(3)(B), if applicable) of the Internal Revenue Code, Code or (C) a “controlled foreign corporation” related to the Borrower as described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN (or any successor form), (IV) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership for United States federal income purposes or participating Lender granting a typical participation), executed originals of Internal Revenue Service Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN, a certificate in substantially the form of Exhibit L-2, L-3 or L-4 (as applicable), Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership for United States federal income purposes (and not a participating Lender) and one or more partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a certificate, in substantially the form of Exhibit L-2, on behalf of such beneficial owner(s) (in lieu of causing each partner to provide such certificate), or (V) executed originals of any other form prescribed by applicable Laws as a basis Law (including Internal Revenue Service Form W-8IMY (or any successor form)) for claiming exemption from or a reduction in United States Federal federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made, including information relating to compliance with Sections 1471-1474 of the Code and any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith. (iii) If a payment made Each Lender shall, from time to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed time after the initial delivery 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 Internal Revenue Codeforms described above, as applicable)whenever a lapse in time or change in such Lender’s circumstances renders such forms, such Lender shall certificates or other evidence so delivered obsolete, expired or inaccurate, promptly (1) deliver to the Company Borrower and the Administrative Agent at the time or times prescribed by Law and at (in such time or times reasonably number of copies as shall be requested by the Company recipient) renewals, amendments or the Administrative Agent additional or successor forms, properly completed and duly executed by such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) Lender, together with any other certificate or statement of the Internal Revenue Code) and exemption required in order to confirm or establish such additional documentation reasonably requested by the Company Lender’s status or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with is entitled to an exemption from or reduction in applicable tax or (2) notify Administrative Agent and Borrower of its inability to deliver any such Lender’s obligations under FATCA forms, certificates or to determine the amount to deduct and withhold from such paymentother evidence. (iv) Each Lender The Administrative Agent shall promptly (A) notify deliver to the Company and Borrower on or prior to the date on which the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or becomes the Administrative Agent make any under this Agreement (and from time to time thereafter upon the request of the Borrower) executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the Administrative Agent is subject to backup withholding or deduction for taxes from amounts payable to such Lenderinformation reporting requirements.

Status of Lenders; Tax Documentation. (i) Each Lender and Fronting Bank shall deliver to the Company AXIS Capital and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company AXIS Capital or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company AXIS Capital or the Administrative Agent, as the case may be, to determine (A) whether or not payments made by the respective Borrowers hereunder or under any other Loan Document are subject to TaxesTaxes or information reporting requirements, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s or Fronting Bank’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender or Fronting Bank by the Company respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s or Fronting Bank’s status for withholding tax purposes in the applicable jurisdictionjurisdictions. (ii) Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the Company United States (and in the case of clause (A) below, regardless of whether the Borrower is resident for tax purposes in the United States:), (A) Any any Lender or Fronting Bank that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company AXIS Capital and the Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company AXIS Capital or the Administrative Agent as will enable the Company such Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender or Fronting Bank is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company AXIS Capital and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company AXIS Capital or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company AXIS Capital within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code Code, or (D) conducting a trade or business in the United States with which the relevant interest payments are effectively connected and (y) executed originals of IRS Form W-8BENW-8BEN or IRS Form W-8TMY and all required supporting documentation, as applicable, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax or any other relevant withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company AXIS Capital or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender or Fronting Bank shall promptly (A) notify the Company AXIS Capital and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such LenderLender or Fronting Bank, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company a Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender or Fronting Bank. (iv) If a payment made to a Lender or Fronting Bank hereunder or under any Loan Document would be subject to United States Federal withholding Tax imposed by FATCA if such Lender or Fronting Bank 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 or Fronting Bank shall deliver to Axis Capital and the Administrative Agent, at the time or times prescribed by Law and at such time or times reasonably requested by Axis Capital and 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 Axis Capital or the Administrative Agent as may be necessary for Axis Capital or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender or Fronting Bank has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

Status of Lenders; Tax Documentation. (i) Each In addition to the requirement set forth in subsection (iii) below, any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to any payments made under any Loan Document shall deliver to the Company Parent Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Parent Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Parent Borrower or the Agent as will permit the Company or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made without withholding or at a reduced rate of withholding. In addition to such Lender the requirements set forth in the preceding sentence and subsection (iii) below, any Lender, if reasonably requested by the Company pursuant to this Agreement Parent Borrower or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoingAgent, if the Company is resident for tax purposes in the United States: (A) Any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company and the Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Parent Borrower or the Administrative Agent as will enable the Company Parent Borrower or the Administrative Agent, as the case may be, Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and. 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 paragraphs (e)(ii)(A), (ii)(B) and (ii)(D) of this Section) 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 United States Person shall deliver to the Parent Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Parent Borrower or the Agent), two properly completed and duly executed copies of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax; (B) Each any Foreign Lender that shall, to the extent it is entitled under the Internal Revenue Code or any applicable treaty legally eligible to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall do so, deliver to the Company Parent Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company Parent Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two properly completed and duly executed copies of whichever of the following is applicable: (I1) executed originals in the case of IRS Form W-8BEN a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party,party (x) with respect to payments of interest under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (II2) executed originals of IRS Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Internal Revenue Code, (x) a properly completed and duly executed certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Parent Borrower within the meaning of section Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” related to any U.S. Borrower as described in section Section 881(c)(3)(C) of the Internal Revenue Code (a “United States Tax Compliance Certificate”), and that no payments to be made to such Foreign Lender will be effectively connected with its conduct of a U.S. trade or business and (y) executed originals IRS Form W-8BEN-E (or W-8BEN, as applicable); or (4) to the extent a Foreign Lender is not the beneficial owner (e.g., where the Foreign Lender is a partnership or a participating Lender), IRS Form W-8IMY, accompanied by copies of IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, oras applicable), a properly completed and duly executed United States Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-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 not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a United States Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of such direct and indirect partner(s); (VC) any Foreign Lender shall, to the extent it is legally eligible to do so, deliver to the Parent Borrower and the 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 Parent Borrower or the Agent), two properly completed and duly executed originals copies of any other form documentation prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Parent Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made.; and (iiiD) If if a payment made to a Lender under any Loan Document would be subject to United States Federal federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Parent Borrower and the Administrative Agent at the time or times prescribed by Law applicable Laws and at such time or times reasonably requested by the Company Parent Borrower or the Administrative Agent such documentation prescribed by applicable Law Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Parent Borrower or the Administrative Agent as may be necessary for the Company Parent Borrower and the Administrative Agent to comply with their obligations under FATCA and FATCA, to determine that whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount amount, if any, 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 documentation it previously delivered pursuant to this Section 4.02 expires or becomes obsolete or inaccurate in any respect, it shall update such documentation or promptly notify the Parent Borrower and the Agent in writing of its legal ineligibility to do so. (iv) Each Lender shall promptly (A) notify hereby authorizes the Company Agent to deliver to the Parent Borrower and to any successor Agent any documentation provided by such Lender to the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous pursuant to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lenderthis Section 4.02(e).

Status of Lenders; Tax Documentation. (i) Each The Lender shall deliver to the Company and to the Administrative AgentBorrower, at the time or times prescribed by applicable Laws Applicable Law or when reasonably requested by the Company or the Administrative AgentBorrower, such duly and properly completed and executed documentation prescribed by applicable Laws Applicable Law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, Borrower to determine (A) whether or not payments made hereunder or under any other Loan Facility Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such the Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or any other Facility Document or otherwise to establish such Lender▇▇▇▇▇▇’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes a “United States person” as defined in section 7701(a)(30) of the United States:Code, (A1) Any any Lender that is a “United States person” within the meaning of Section section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower duly completed and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent Borrower as will enable the Company or the Administrative Agent, as the case may be, Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B2) Each any Foreign Lender that shall, to the extent it is legally entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall do so, deliver to the Company and the Administrative Agent Borrower (in such number of copies as shall be requested by the recipientBorrower) 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 Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so)Borrower, whichever of the following is applicable: (I) executed originals in the case of IRS Form W-8BEN a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a partyparty (x) with respect to payments of interest under any Facility Document, duly completed and executed copies of the IRS Form W- 8BEN or IRS Form W-8BEN-E 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 Facility Document, IRS Form W-8BEN or IRS Form W-8BEN-E 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, (II) duly completed and executed originals of IRS Internal Revenue Service Form W-8ECI, (III) to the extent a Foreign Lender is not the beneficial owner, executed originals copies of IRS Form W-8IMY W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.02-2 or Exhibit 3.02-3, 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 all required supporting documentation;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 3.02-4 on behalf of each such direct and indirect partner, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 3.02-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative Agentshall, at the time or such times prescribed by applicable Laws or when as are reasonably requested by the Borrowers, the Company or the Administrative Agent, such properly completed provide the Company and executed the Administrative Agent with any documentation prescribed by applicable Laws Law, or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit by a Borrower, the Company or the Administrative Agent, certifying as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate Table of withholding or deduction, and (C) such Lender’s entitlement Contents to any available entitlement of such Lender to an exemption from, or reduction ofin, applicable Taxes in any withholding Tax with respect of all to any payments to be made to such Lender under the Loan Documents. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate, deliver promptly to the Borrowers, the Company and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Borrowers, the Company pursuant and the Administrative Agent of its inability to this Agreement do so. Unless the applicable withholding agent has received forms or otherwise other documents satisfactory to establish such Lender’s status it indicating that payments under any Loan Document to or for a Lender are not subject to withholding tax purposes in or are subject to such Tax at a rate reduced by an applicable tax treaty, a Loan Party or the Administrative Agent or other applicable withholding agent shall withhold amounts required to be withheld by applicable Law from such payments at the applicable jurisdiction. (ii) statutory rate. Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (Ai) Any Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers, the Company and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding. (ii) Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers, the Company and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter when required by Law or upon the reasonable request of a Borrower, the Company or the Administrative Agent) whichever of the following is applicable: (I) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for benefits of an income tax treaty to which the United States of America is a party, (II) two properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms), (III) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit J (any such certificate a “United States personTax Compliance Certificate”), or any other form approved by the Administrative Agent, to the effect that such Lender is not (A) a “bank” within the meaning of Section 7701(a)(30881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower or the Company 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, and that no payments in connection with the Loan Documents are effectively connected with such Lender’s conduct of a U.S. trade or business and (y) two properly completed and duly signed original copies of Internal Revenue Code Service Form W-8BEN (or any successor forms), Table of Contents (IV) to the extent a Lender is not the beneficial owner (for example, where such Lender is a partnership, or is a Lender that has granted a participation), Internal Revenue Service Form W-8IMY (or any successor forms) of such Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY (or other successor forms) or any other required information from each beneficial owner, as applicable (provided that if such Lender is a partnership (and not a participating Lender) and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate shall deliver be provided by such Lender on behalf of such beneficial owner(s)), or (V) any other form prescribed by applicable requirements of U.S. federal income tax 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 requirements of Law to permit any Borrower, the Company and the Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, to determine whether the withholding or not deduction required to be made. Each Lender shall, from time to time after the initial delivery by such Lender is subject to backup withholding of the forms described above, whenever a lapse in time or information reporting requirements; and change in such Lender’s circumstances renders such forms, certificates or other evidence so delivered expired, obsolete or inaccurate, promptly (B1) Each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrowers, the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on renewals, amendments or prior additional or successor forms, properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to the date on which confirm or establish such Foreign Lender’s status or that such Lender becomes a Lender under this Agreement is entitled to an exemption from or reduction in U.S. federal withholding tax or (and from time to time thereafter upon the request of the Company or the 2) notify Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time Borrowers of its inability to deliver any such forms, certificates or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law other evidence. Notwithstanding any other provision of this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may e), a Lender shall not be necessary for the Company and the Administrative Agent required to comply with their obligations under FATCA and to determine deliver any form that such Lender has complied with such Lender’s obligations under FATCA or is not legally eligible to determine the amount to deduct and withhold from such paymentdeliver. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Loan Parties and to the Administrative AgentAgents, at the time or times prescribed by applicable Laws or when reasonably requested by the Company any Loan Party or the Administrative any Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities Governmental Authorities of any jurisdiction and such other reasonably requested information as will permit the Company such Loan Party or the Administrative such Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company any Loan Party pursuant to this Credit Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company any Loan Party is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section §7701(a)(30) of the Internal Revenue Code shall deliver to the Company such Loan Party and the Administrative each Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws laws or reasonably requested by the Company any Loan Party or the Administrative any Agent as will enable the Company such Loan Party or the Administrative such Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company each Loan Party and the Administrative each Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the request of the Company GWI or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company any Loan Party within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws laws to permit the Company applicable Loan Party or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iiiC) If a payment made each Foreign Lender shall provide, promptly upon the reasonable demand of GWI or the Administrative Agent, any information, form or document, accurately completed, that may be required in order to a demonstrate that such Foreign Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply is in compliance with the applicable reporting requirements of FATCA (FATCA, including those contained in Section §1471(b) or 1472(b) of the Internal Revenue Code, if such Foreign Lender is a foreign financial institution (as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(iterm is defined in §1471(d)(4) of the Internal Revenue Code) and or §1472(b), if such additional documentation reasonably requested by Foreign Lender is a non-financial foreign entity (as such term is defined in §1472(d) of the Company or the Administrative Agent as may be necessary for the Company 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 paymentCode). (iviii) Each Lender shall promptly (A) notify the Company Loan Parties and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws laws of any jurisdiction that the Company any Loan Party or the Administrative any Agent make any withholding or deduction for taxes Taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, to determine (A) whether or not payments made by the respective Borrowers hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictionjurisdictions. (ii) Without limiting the generality of the foregoing, if the Company a Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company such Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company such Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company any Borrower or the Administrative Agent make any withholding or deduction for taxes Taxes from amounts payable to such Lender. (iv) Each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date (or such later date on which it first becomes a Borrower), and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction. (v) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company 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 Company or the Administrative Agent as may be necessary for the Company 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 (v), “FATCA” shall include any amendments made to FATCA after the Closing Date. (vi) At the request of the Administrative Agent or any Lender after a Borrowing by the applicable Borrower, the Company and each Borrower shall take such actions as shall be required or reasonably necessary, in the judgment of the Administrative Agent or such Lender, pursuant to applicable Laws to make available any exemption from, or reduction of, applicable Taxes that would otherwise be imposed by an Approved Jurisdiction in respect of payments to be made pursuant to this Agreement, including the timely provision of such notices, forms and necessary supporting documentation that may be required pursuant to the HMRC DT Treaty Passport Scheme or any similar legislation, treaty, scheme or arrangement; provided that with respect to the HMRC DT Treaty Passport Scheme, where a Lender that holds a passport under the HMRC DT Treaty Passport Scheme and wishes that scheme to apply to this Agreement, each Borrower shall, to the extent such Lender is a Lender under a Facility made available to such Borrower: (A) file a duly completed form DTTP 2 in respect of such Lender with H.M. Revenue & Customs within 30 days of a request from such Lender (for the benefit of the Administrative Agent and without liability to any Borrower) where such request includes such Lender’s scheme reference number and jurisdiction of tax residence, and (B) shall inform such Lender of the determination under the HMRC DT Treaty Passport Scheme promptly upon receipt thereof. (vii) For purposes of this Section 3.01(e), the term “Lender” includes any L/C Issuer.

Status of Lenders; Tax Documentation. (i) Each Lender and each L/C Issuer shall deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, to determine (A) whether or not payments made by the respective Borrowers hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s or L/C Issuer’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender or such L/C Issuer by the Company respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s or such L/C Issuer’s status for withholding tax purposes in the applicable jurisdictionjurisdictions. (ii) Without limiting the generality of the foregoing, if the Company a Borrower is resident for tax purposes in the United States:, (A) Any any Lender or any L/C Issuer that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent as will enable the Company such Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender or such L/C Issuer is subject to backup withholding or information reporting requirements; and (B) Each Foreign Lender and each L/C Issuer that is a Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender or such L/C Issuer becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender or such L/C Issuer is legally entitled to do so), whichever of the following is applicable: (I) duly completed and executed originals of IRS Internal Revenue Service Form W-8BEN W-8BEN, or any successor form thereto claiming eligibility for benefits of an income tax treaty to which the United States is a party,; (II) duly completed and executed originals of IRS Internal Revenue Service Form W-8ECI,, or any successor form thereto; (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender or L/C Issuer claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender or such L/C Issuer is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company such Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) duly completed and executed originals of IRS Internal Revenue Service Form W-8BEN, or any successor form thereto; or (V) duly completed and executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company such Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under by or on account of any Loan Document obligation hereunder would be subject to United States Federal U.S. federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and or 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 subsection (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement (and thus not limited to amendments or successor provisions that are substantively comparable to Sections 1471-1474 of the Code as in effect on the date hereof). (iv) Each Lender and each L/C Issuer shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such LenderLender or such L/C Issuer, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company any Borrower or the Administrative Agent make any withholding or deduction for taxes Taxes from amounts payable to such Lender or such L/C Issuer. (v) Each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date (or such later date on which it first becomes a Borrower), and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company or the Administrative Agent (and from time to time thereafter upon the request of the Company on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit such payments to be made without or at a reduced rate of withholding, and as will permit the Company or the Administrative Agent, as the case may be, to determine (A) whether or not payments made by the respective Borrowers hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictionjurisdictions. (ii) Without limiting the generality of the foregoing, if the Company a Borrower is resident for tax purposes in the United States: (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company on behalf of such Borrower or the Administrative Agent as will permit such payments to be made without or at a reduced rate of withholding, and as will enable the Company such Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) a. executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) , b. executed originals of IRS Internal Revenue Service Form W-8ECI, (III) , c. executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) d. in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company such Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code or (D) conducting a trade or business in the United States with which the relevant interest payments are effectively connected and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, e. if a payment made to a Foreign Lender under any Loan Document would be subject to any withholding Taxes as a result of such Foreign Lender’s failure to comply with the requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code), or such documentation prescribed by applicable law (Vincluding 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 or the Administrative Agent to comply with its obligations under FATCA, to determine that such Foreign Lender has or has not complied with such Foreign Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment in respect of FATCA, or f. executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company such Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such LenderLender (exercised in good faith), and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company any Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. (iv) Each of the Borrowers shall promptly deliver (to the extent such Borrower is legally entitled to do so) to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the date hereof (or such later date on which it first becomes a Borrower), and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.

Status of Lenders; Tax Documentation. (i) Each Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Company Borrowers and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrowers or the Administrative Agent, as will permit the Company Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Credit Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrowers pursuant to this Credit Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.10(e)(ii)(A), (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, if the Company either Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrowers and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent as that will enable the Company Borrowers or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and; (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Credit Document shall deliver to the Company Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the request of the Company Borrowers or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company either Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or; (VC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers or the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrowers or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made.; and (iiiD) If if a payment made to a Lender under any Loan Credit Document would be subject to United States Federal U.S. federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrowers and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Company Borrowers or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrowers or the Administrative Agent as may be necessary for the Company Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Credit Agreement. (iviii) Each Lender shall promptly (A) notify the Company Borrowers and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower Representative and to the Administrative Agent, at and the time or times prescribed by applicable Laws or Administrative Agent shall deliver to the Borrower Representative, when reasonably requested by the Company BorrowerBorrowers or the Administrative Agent, as the case may be, such properly completed and executed documentation prescribed by applicable Laws Requirements of Law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company BorrowerBorrowers or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any - 60 - other Loan Credit Document are subject to Taxeswithholding, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s or the Administrative Agent’s entitlement to any available exemption from, or reduction of, applicable Taxes withholding in respect of all any payments to be made to such Lender or the Administrative Agent by the Company an Obligor pursuant to this Agreement or any other Credit Document and (D) whether or not such Lender or the Administrative Agent is subject to backup withholding or information reporting requirements or otherwise to establish such Lender’s or the Administrative Agent’s status for withholding tax Tax purposes in the any applicable jurisdiction. (ii) . Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States: (A) Any each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower Representative and the Administrative Agent executed (in such number of signed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or as shall be reasonably requested by the Company recipient), on or prior to the Administrative Agent as will enable date on which such “United States person” became a Lender under this Agreement, IRS Form W-9; and each Lender that is not a “United States person” within the Company or meaning of Section 7701(a)(30) of the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each Foreign Lender Code that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax Tax with respect to any payments hereunder or under any other Loan Credit Document shall deliver to the Company Borrower Representative and the Administrative Agent (in such number of copies signed originals as shall be requested by the recipient) ), on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so)Agreement, whichever of the following is applicable: (I) executed originals : in the case of IRS Form W-8BEN a Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party, (II) executed originals of , IRS Form W-8ECI, (III) executed originals of W-8BEN or IRS Form W-8IMY and all required supporting documentation; (IV) W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to such tax treaty, in the case of a Foreign Lender for whom any payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI (or successor thereto), in the case of a Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender), (1) IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A) and (B) (I), (II), (IV) and (V) of this paragraph (e)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if such Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) or 871(h) of the Code, such Lender may provide a Non-Bank Certificate (as described below) on behalf of such partners, in the case of a Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) or 871(h) of the Internal Revenue Code, (x) a certificate (substantially in the form of Exhibit H (a “Non-Bank Certificate”)) to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company theU.S. Borrower within the meaning of section Section 881(c)(3)(B) of the Internal Revenue Code, Code or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Internal Revenue Code Code, and that no payments are effectively connected with a U.S. trade or business, and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, or (V) executed originals of any other form prescribed by applicable Laws Requirements of Law or such other evidence satisfactory to the BorrowerBorrowers as a basis for claiming any available exemption from or a reduction in United States Federal withholding tax Tax together with such supplementary documentation as may be prescribed by applicable Laws Requirements of Law to permit the Company BorrowerBorrowers or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If , or if a payment made to a Lender under any Loan Document would be subject to United States U.S. Federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrower Representative and the Administrative Agent Agent, at the time or times prescribed by applicable Requirements of Law and at such time or times reasonably requested by the Company BorrowerBorrowers or the Administrative Agent Agent, such documentation prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company BorrowerBorrowers or the Administrative Agent as may be necessary for the Company BorrowerBorrowers and the Administrative Agent to comply with their respective obligations under FATCA and FATCA, to determine that whether such - 62 - Lender has complied with such Lender’s obligations under FATCA or to determine the amount amount, if any, to deduct and withhold from such payment. . Solely for purposes of this clause (iv) VI), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Notwithstanding anything to the contrary in this Section 8.6(e)(ii), in no event will any Lender be required to provide any documentation such Lender is legally ineligible to deliver. Each Lender and Administrative Agent shall promptly (A) notify the Company BorrowerBorrowers and the Administrative Agent of any change in circumstances which would modify or render invalid any previously delivered form or documentation or any claimed exemption or reductionreduction and provide updated documentation (or promptly notify the BorrowerBorrowers and the Administrative Agent of its legal ineligibility to do so). Each Lender or Administrative Agent that has previously delivered any documentation required herein shall, and (B) take such steps as shall not be materially disadvantageous to it, in upon the reasonable judgment request of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company BorrowerBorrowers or the Administrative Agent, deliver to the Borrower Representative and the Administrative Agent make additional copies of such form (or successor thereto) on or before the date such form expires or becomes obsolete or promptly notify the BorrowerBorrowers and the Administrative Agent of its legal ineligibility to do so. Upon execution of this Agreement, the Administrative Agent shall deliver to the Borrower Representative an accurate, complete, signed copy of IRS Form W-8IMY certifying in Part I that it is a qualified intermediary and checking the boxes in Part III, Line 14a and Line 14b. Each Lender hereby authorizes the Administrative Agent to deliver to the Obligors and to any withholding or deduction for taxes from amounts payable successor Administrative Agent any documentation provided by such Lender to such Lenderthe Administrative Agent pursuant to this Section 8.6(e).

Status of Lenders; Tax Documentation. (i1) Each Lender and L/C Issuer shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxeswithholding, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s, L/C Issuer’s or Administrative Agent’s entitlement to any available exemption from, or reduction of, applicable Taxes withholding in respect of all any payments to be made to such Lender Lender, L/C Issuer or Administrative Agent by the Company Borrower pursuant to this Agreement or any other Loan Document and (D) whether or not such Lender, L/C Issuer or Administrative Agent is subject to backup withholding or information reporting requirements or otherwise to establish such Lender’s, L/C Issuer’s or Administrative Agent’s status for withholding tax purposes in the any applicable jurisdiction. (ii2) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (Ai) Any each Lender and each L/C Issuer that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed (in such number of signed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or as shall be reasonably requested by the Company recipient), on or prior to the Administrative Agent as will enable the Company date on which such “United States person” became a Lender or the Administrative Agentan L/C Issuer under this Agreement, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirementsInternal Revenue Service Form W-9; and (Bii) Each each Foreign Lender and each L/C Issuer that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax Tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies signed originals as shall be requested by the recipient) ), on or prior to the date on which such Foreign Lender or L/C Issuer becomes a Lender or an L/C Issuer under this Agreement (and from time to time thereafter upon the request of the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so)Agreement, whichever of the following is applicable: (I) executed originals in the case of IRS Form W-8BEN a Foreign Lender and any L/C Issuer claiming eligibility for the benefits of an income tax treaty to which the United States is a party, an IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to such tax treaty, (II) executed originals in the case of a Foreign Lender and any L/C Issuer for whom any payments under this Agreement constitute income that is effectively connected with such Lender’s or L/C Issuer’s conduct of a trade or business in the United States, IRS Form W-8ECIW-8ECI (or successor thereto), (III) executed originals in the case of a Foreign Lender and any L/C Issuer that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender), (1) an IRS Form W-8IMY on behalf of itself and all (2) the relevant forms prescribed in clauses (i) and (ii) (I), (II), (IV) and (V) of this paragraph (e)(2) that would be required supporting documentation;of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender or an L/C Issuer; provided, however, that if such Lender or such L/C Issuer is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender or such L/C Issuer may provide a Non-Bank Certificate (as described below) on behalf of such partners, (IV) in the case of a Foreign Lender or L/C Issuer claiming the benefits of the exemption for portfolio interest under section Section 881(c) or 871(h) of the Internal Revenue Code, (x) a certificate (substantially in the form of Exhibit G (a “Non-Bank Certificate”)) to the effect that such Foreign Lender or L/C Issuer is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section Section 881(c)(3)(B) of the Internal Revenue Code, Code or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Internal Revenue Code Code, and that no payments are effectively connected with a U.S. trade or business, and (y) executed originals of IRS Form W-8BEN, or, (V) executed originals of any other form prescribed by applicable Laws or such other evidence satisfactory to the Borrower as a basis for claiming any available exemption from or a reduction in United States Federal withholding tax Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made., or (iiiVI) If if a payment made to a Foreign Lender under or any Loan Document L/C Issuer would be subject to United States U.S. Federal withholding tax Tax imposed by FATCA if such Foreign Lender or such L/C Issuer were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Foreign Lender or such L/C Issuer shall deliver to the Company Borrower and the Administrative Agent Agent, at the time or times prescribed by Law law and at such time or times reasonably requested by the Company or Borrower and the Administrative Agent Agent, such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or Borrower and the Administrative Agent as may be necessary for the Company Borrower and the Administrative Agent to comply with their its obligations under FATCA and FATCA, to determine that whether Foreign Lender or such Lender L/C Issuer has complied with such Foreign Lender’s or such L/C Issuer’s obligations under FATCA or to determine the amount amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (VI), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (ivVII) Notwithstanding anything to the contrary in this Section 3.01(e)(2), in no event will any Lender or L/C Issuer be required to provide any documentation such Lender or L/C Issuer is legally ineligible to deliver. (3) Each Lender Lender, L/C Issuer and Administrative Agent shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any previously delivered form or documentation or any claimed exemption or reductionreduction and provide updated documentation (or promptly notify Borrower and the Administrative Agent of its legal ineligibility to do so). Each Lender, L/C Issuer or Administrative Agent that has previously delivered any documentation required herein shall, upon the reasonable request of the Borrower or the Administrative Agent, deliver to the Borrower and the Administrative Agent additional copies of such form (or successor thereto) on or before the date such form expires or becomes obsolete or promptly notify Borrower and the Administrative Agent of its legal ineligibility to do so. (4) The Administrative Agent shall deliver to the Borrower, when reasonably requested by the Borrower, a properly completed and executed applicable IRS form to permit the Borrower to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to U.S. Federal withholding Tax, (B) if applicable, the required rate of withholding or deduction of such Tax, and (BC) take such steps as shall not be materially disadvantageous the Administrative Agent’s entitlement to itany available exemption from, or reduction of, U.S. Federal withholding Tax in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws respect of any jurisdiction that the Company or payments to be made to the Administrative Agent make by the Borrower pursuant to this Agreement or any withholding or deduction for taxes from amounts payable to such Lenderother Loan Document.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Holdings and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Holdings or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Holdings or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if any of the Company Borrowers is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Holdings and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Holdings or the Administrative Agent as will enable the Company Holdings or the Administrative Agent, as the case may be, to determine whether or not now such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Holdings and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Holdings or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Holdings within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Holdings or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Holdings and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Holdings or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company a Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document Documents are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company a Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company a Borrower is resident for tax purposes in the United States:a U.S. Person, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code U.S. Person shall deliver to the Company and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent as will establish such Lender’s entitlement to an exemption from backup withholding tax and will enable the Company or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, , (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.,

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative AgentAdministrator, at the time or times prescribed by applicable Laws or when reasonably requested by the Company or the Administrative AgentAdministrator, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative AgentAdministrator, as the case may be, to determine (A) whether or not payments made by the respective Borrowers hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictionjurisdictions. (ii) Without limiting the generality of the foregoing, if the Company a Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company and the Administrative Agent Administrator executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company on behalf of such Borrower or the Administrative Agent Administrator as will enable the Company such Borrower or the Administrative AgentAdministrator, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent Administrator (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company on behalf of such Borrower or the Administrative AgentAdministrator, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, , (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to TaxesTaxes or other information reporting, (B) if applicable, the required rate of 509265-1512-15059-Active.17708695.1 62 withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code U.S. Person shall deliver to the Company Borrower and the Administrative Agent executed originals on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not ) executed originals of Internal Revenue Service Form W-9 certifying that such Lender is subject to exempt from U.S. federal backup withholding or information reporting requirementstax; and (B) Each each Foreign Lender that shall, to the extent it is legally entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall do so, deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals in the case of IRS Form W-8BEN a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a partyparty (x) with respect to payments of interest under any Loan Document, executed copies of Internal Revenue Service Form W-8BEN-E (or W-8BEN, as 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 Loan Document, Internal Revenue Service Form W-8BEN-E (or W-8BEN, as 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, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) in the case of a Foreign Lender that is not the beneficial owner of payments made under any Loan Document (including a partnership or a participating Lender), executed originals of IRS Internal Revenue Service Form W-8IMY and all forms prescribed in this paragraph (e)(ii) that would be required supporting documentation;of each such partner or beneficial owner as if such partner or beneficial owner were a Lender, provided that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a U.S. Tax Compliance Certificate (as defined below) on behalf of each such partner, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit H (a “U.S. Tax Compliance Certificate”) to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) 509265-1512-15059-Active.17708695.1 63 executed originals of IRS Internal Revenue Service Form W-8BEN or Form W-8BEN, or-E (as applicable), (VC) executed each Foreign Lender shall, to 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 recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iiiD) If if a payment made to a Lender under any Loan Document would be subject to United States Federal U.S. federal withholding tax imposed by FATCA if such Lender or L/C Issuer were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender or L/C Issuer shall deliver to the Company and the Administrative Agent applicable withholding agent, at the time or times prescribed by Law law and at such time or times reasonably requested by the Company or the Administrative Agent such withholding agent, such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent such withholding agent as may be necessary for the Company and the Administrative Agent such withholding agent to comply with their its obligations under FATCA and FATCA, to determine that such Lender or L/C Issuer has or has not complied with such Lender’s or L/C Issuer’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 to FATCA after the date of this Agreement. For purposes of determining withholding Taxes under FATCA, from and after the Restatement Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loan as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). (iviii) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, reduction and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. 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 3.01(e)(ii)(A), (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, if the Company Borrower is resident for tax purposes in the United States:a U.S. Person, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code U.S. Person shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and; (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation;, or (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (VC) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made.; and (iiiD) If if a payment made to a Lender under any Loan Document would be subject to United States Federal U.S. federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Company Borrower or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary for the Company 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 Closing Date. (iviii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation writing of its Lending Office) legal inability to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lenderdo so.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document Documents are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, to determine whether or not certifying that such Lender is subject to exempt from U.S. federal backup withholding or information reporting requirementswithholding; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, , (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.,

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Credit Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Credit Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictionjurisdiction and (D) whether or not payments made hereunder or under any other Credit Document are subject to backup withholding taxes or information reporting requirement. Notwithstanding anything to the contrary in this Section 3.01(e)(i), the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(C) 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, if the Company Borrower is a resident for tax purposes in the United States: : (A) Any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the request of the Company or such Borrower and the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that Service Form W-9 or such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, other documentation or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form information prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.by

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative AgentBorrowers, at the time or times prescribed by applicable Laws Applicable Law or when reasonably requested by the Company or the Administrative Agenta Borrower, such duly and properly completed and executed documentation prescribed by applicable Laws Applicable Law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, Borrowers to determine (A) whether or not payments made hereunder or under any other Loan Facility Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such the Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company any Borrower pursuant to this Agreement or any other Facility Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company any Borrower is a resident for tax purposes in the United States:, (A1) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company such Borrower duly completed and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent such Borrower as will enable the Company or the Administrative Agent, as the case may be, such Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B2) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Facility Document shall deliver to the Company and the Administrative Agent such Borrower (in such number of copies as shall be requested by the recipientsuch Borrower) 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 request of the Company or the Administrative Agentsuch Borrower, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) duly completed and executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) duly completed and executed originals of IRS Internal Revenue Service Form W-8ECI, (III) duly completed and executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company such Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) duly completed and executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) duly completed and executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws Applicable Law to permit the Company or the Administrative Agent, as the case may be, such Borrower to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) promptly notify the Company and the Administrative Agent such Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to itcooperate, in the its reasonable judgment of discretion, with such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) Borrower to avoid mitigate any requirement of applicable Laws Applicable Law of any jurisdiction that the Company in which such Borrower may be required to withhold or the Administrative Agent make deduct any withholding or deduction for taxes from amounts payable to such LenderLender hereunder.

Status of Lenders; Tax Documentation. (i) Each Lender and L/C Issuer and the Administrative Agent shall deliver to the Company Borrower and to the Administrative Agent, on or before the date on which it becomes a party to this Agreement, whenever a lapse in time or change in circumstances of such Person renders such documentation obsolete or inaccurate, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such LenderPerson’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender Person by the Company Borrower pursuant to this Agreement or otherwise to establish such LenderPerson’s status for withholding tax Tax purposes in the applicable jurisdiction. (i) (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any Lender any Lender, L/C Issuer or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent two properly completed and duly executed originals of IRS Internal Revenue Service Form W-9 (or any successor form) and/or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, certifying to determine whether or not such Lender is subject to Person’s exemption from United States federal backup withholding or information reporting requirementswithholding; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I1) two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II2) two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI (or any successor form), (III3) to the extent a Foreign Lender is not the beneficial owner, executed originals copies of IRS Internal Revenue Service Form W-8IMY W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E or Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner; provided that if the Foreign Lender is a partnership and all required supporting documentation;one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a certificate described in Section 3.01(e)(ii)(B)(4) on behalf of each such direct and indirect partner as applicable, (IV4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, or (V5) properly completed and duly executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (ii) (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue CodeEach Lender, as applicable), such Lender shall deliver to the Company L/C Issuer and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) deliver to the Borrower and the Administrative Agent properly completed and updated and duly executed originals of any previously delivered form or certification (or any applicable successor form) on or before the date that any such form of certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower or the Administrative Agent unless such Person is not legally entitled to deliver such forms or certifications. Each Lender and L/C Issuer shall take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such LenderPerson, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes Taxes from amounts payable to such Lender or L/C Issuer; and (iv) If a payment made to a Lender or L/C Issuer under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender or such L/C Issuer 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 or such L/C Issuer 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 or such L/C Issuer has complied with such Lender’s or such L/C Issuer’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower Agent and to the Administrative Agent, at the time such Lender becomes a party hereto and at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower Agent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower Agent or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Loan Parties pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company a Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower Agent and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower Agent or the Administrative Agent as will enable the Company Borrower Agent or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower Agent and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower Agent or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN W-8BEN-E (or, if applicable, W-8BEN) claiming eligibility for benefits of an income tax treaty to which the United States is a partyparty with respect to payments of interest under any Loan Document and with respect to any other applicable payments under any Loan Document of “business profits” or “other income”, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company any Borrower within the meaning of section Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN (or, if applicable, W-8BEN), or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower Agent or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made.; and (iiiC) If if a payment made to a Lender under any Loan Document would be subject to United States Federal 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrower Agent and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Company any Borrower or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company any Borrower or the Administrative Agent as may be necessary for the Company Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For purposes of this Section 3.01, “Laws” shall include FATCA (iviii) Each Lender shall promptly (A) notify the Company Borrower Agent and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Loan Parties or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender and the Administrative Agent shall deliver to the Company Borrower and to the Administrative Agent, on or before the date on which it becomes a party to this Agreement, whenever a lapse in time or change in circumstances of such Person renders such documentation obsolete or inaccurate, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, 37 and (C) such LenderPerson’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender Person by the Company Borrower pursuant to this Agreement or otherwise to establish such LenderPerson’s status for withholding tax Tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any any Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent two properly completed and duly executed originals of IRS Internal Revenue Service Form W-9 (or any successor form) and/or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, certifying to determine whether or not such Lender is subject to Person’s exemption from United States federal backup withholding or information reporting requirementswithholding; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) 1. two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) 2. two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8ECI (or any successor form), 3. to the extent a Foreign Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E or Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner; 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 certificate described in Section 3.01(e)(ii)(B)(4) on behalf of each such direct and indirect partner as applicable, (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV) 4. in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, or (V) 5. properly completed and duly executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) Each Lender and Administrative Agent shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) deliver to the Borrower and the Administrative Agent properly completed and updated and duly executed originals of any previously delivered form or certification (or any applicable successor form) on or before the date that any such form of certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower or the Administrative Agent unless such Person is not legally entitled to deliver such forms or certifications. Each Lender shall take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for Taxes from amounts payable to such Lender; and (iv) If a payment made to a Lender under any Loan Document would be subject to United States Federal U.S. federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Company Borrower or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary for the Company 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 (iv) ), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation writing of its Lending Office) legal inability to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lenderdo so.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company BorrowerBorrowers and to the Administrative AdministrativeApplicable Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company BorrowerBorrowers or the Administrative AdministrativeApplicable Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company BorrowerBorrowers or the Administrative AdministrativeApplicable Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company applicable Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company thesuch Borrower and the Administrative AdministrativeApplicable Agent executed originals originalscopies of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company thesuch Borrower or the Administrative AdministrativeApplicable Agent as will enable the Company thesuch Borrower or the Administrative AdministrativeApplicable Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company thesuch Borrower and the Administrative AdministrativeApplicable Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company thesuch Borrower or the Administrative AdministrativeApplicable Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals originalscopies of IRS Form W-8BEN or W-8BEN-E claiming eligibility for benefits of an income tax treaty to which the United States is a party, , (II) executed originals originalscopies of IRS Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document Documents are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, to determine whether or not certifying that such Lender is subject to exempt from U.S. federal backup withholding or information reporting requirements; andwithholding; (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN or Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, , (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.,

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at and the time or times prescribed by applicable Laws or Administrative Agent shall deliver to the Borrower, when reasonably requested by the Company Borrower or the Administrative Agent, as the case may be, such properly completed and executed documentation prescribed by applicable Laws Requirements of Law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Credit Document are subject to Taxeswithholding, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s or the Administrative Agent’s entitlement to any available exemption from, or reduction of, applicable Taxes withholding in respect of all any payments to be made to such Lender or the Administrative Agent by the Company an Obligor pursuant to this Agreement or any other Credit Document and (D) whether or not such Lender or the Administrative Agent is subject to backup withholding or information reporting requirements or otherwise to establish such Lender’s or the Administrative Agent’s status for withholding tax Tax purposes in the any applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed (in such number of signed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or as shall be reasonably requested by the Company recipient), on or prior to the Administrative Agent as will enable the Company or the Administrative Agentdate on which such “United States person” became a Lender under this Agreement, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirementsIRS Form W-9; and (B) Each Foreign each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax Tax with respect to any payments hereunder or under any other Loan Credit Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies signed originals as shall be requested by the recipient) ), on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so)Agreement, whichever of the following is applicable: (I) executed originals in the case of IRS Form W-8BEN a Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to such tax treaty, (II) executed originals in the case of a Lender for whom any payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECIW-8ECI (or successor thereto), (III) executed originals in the case of a Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender), (1) IRS Form W-8IMY on behalf of itself and all (2) the relevant forms prescribed in clauses (A) and (B) (I), (II), (IV) and (V) of this paragraph (e)(ii) that would be required supporting documentation;of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if such Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) or 871(h) of the Code, such Lender may provide a Non-Bank Certificate (as described below) on behalf of such partners, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) or 871(h) of the Internal Revenue Code, (x) a certificate (substantially in the form of Exhibit H (a “Non-Bank Certificate”)) to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section Section 881(c)(3)(B) of the Internal Revenue Code, Code or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Internal Revenue Code Code, and that no payments are effectively connected with a U.S. trade or business, and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN, or-E, (V) executed originals of any other form prescribed by applicable Laws Requirements of Law or such other evidence satisfactory to the Borrower as a basis for claiming any available exemption from or a reduction in United States Federal withholding tax Tax together with such supplementary documentation as may be prescribed by applicable Laws Requirements of Law to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made., or (iiiVI) If if a payment made to a Lender under any Loan Document would be subject to United States U.S. Federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrower and the Administrative Agent Agent, at the time or times prescribed by applicable Requirements of Law and at such time or times reasonably requested by the Company Borrower or the Administrative Agent Agent, such documentation prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary for the Company Borrower and the Administrative Agent to comply with their respective obligations under FATCA and FATCA, to determine that whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (VI), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (ivVII) Notwithstanding anything to the contrary in this Section 8.6(e)(ii), in no event will any Lender be required to provide any documentation such Lender is legally ineligible to deliver. (iii) Each Lender and Administrative Agent shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any previously delivered form or documentation or any claimed exemption or reductionreduction and provide updated documentation (or promptly notify the Borrower and the Administrative Agent of its legal ineligibility to do so). Each Lender or Administrative Agent that has previously delivered any documentation required herein shall, and (B) take such steps as shall not be materially disadvantageous to it, in upon the reasonable judgment request of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent, deliver to the Borrower and the Administrative Agent make additional copies of such form (or successor thereto) on or before the date such form expires or becomes obsolete or promptly notify the Borrower and the Administrative Agent of its legal ineligibility to do so. (iv) Upon execution of this Agreement, the Administrative Agent shall deliver to the Borrower an accurate, complete, signed copy of IRS Form W-8IMY certifying in Part I that it is a qualified intermediary and checking the boxes in Part III, Line 14a and Line 14b. (v) Each Lender hereby authorizes the Administrative Agent to deliver to the Obligors and to any withholding or deduction for taxes from amounts payable successor Administrative Agent any documentation provided by such Lender to such Lenderthe Administrative Agent pursuant to this Section 8.6(e).

Status of Lenders; Tax Documentation. (i) Each Lender and the Administrative Agent shall deliver to the Company Borrower and to the Administrative Agent, on or before the date on which it becomes a party to this Agreement, whenever a lapse in time or change in circumstances of such Person renders such documentation obsolete or inaccurate, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such LenderPerson’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender Person by the Company Borrower pursuant to this Agreement or otherwise to establish such LenderPerson’s status for withholding tax Tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any any Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent two properly completed and duly executed originals of IRS Internal Revenue Service Form W-9 (or any successor form) and/or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, certifying to determine whether or not such Lender is subject to Person’s exemption from United States federal backup withholding or information reporting requirementswithholding; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I1) two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II2) two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI (or any successor form), (III3) to the extent a Foreign Lender is not the beneficial owner, executed originals copies of IRS Internal Revenue Service Form W-8IMY W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E or Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner; provided that if the Foreign Lender is a partnership and all required supporting documentation;one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a certificate described in Section 3.01(e)(ii)(B)(4) on behalf of each such direct and indirect partner as applicable, (IV4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, or (V5) properly completed and duly executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) Each Lender and Administrative Agent shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) deliver to the Borrower and the Administrative Agent properly completed and updated and duly executed originals of any previously delivered form or certification (or any applicable successor form) on or before the date that any such form of certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower or the Administrative Agent unless such Person is not legally entitled to deliver such forms or certifications. Each Lender shall take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for Taxes from amounts payable to such Lender; and (iv) If a payment made to a Lender under any Loan Document would be subject to United States Federal U.S. federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Company Borrower or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary for the Company 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 (iv) ), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation writing of its Lending Office) legal inability to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lenderdo so.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company or the Administrative Agent (and from time to time thereafter upon the request of the Company on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit such payments to be made without or at a reduced rate of withholding, and as will permit the Company or the Administrative Agent, as the case may be, to determine (A) whether or not payments made by the respective Borrowers hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictionjurisdictions. (ii) Without limiting the generality of the foregoing, if the Company a Borrower is resident for tax purposes in the United States: (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company on behalf of such Borrower or the Administrative Agent as will permit such payments to be made without or at a reduced rate of withholding, and as will enable the Company such Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) a. executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) b. executed originals of IRS Internal Revenue Service Form W-8ECI, (III) c. executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) d. in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company such Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code or (D) conducting a trade or business in the United States with which the relevant interest payments are effectively connected and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, e. if a payment made to a Foreign Lender under any Loan Document would be subject to any withholding Taxes as a result of such Foreign Lender’s failure to comply with the requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code), 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 Company or the Administrative Agent as may be necessary for the Company or the Administrative Agent to comply with its obligations under FATCA, to determine that such Foreign Lender has or has not complied with such Foreign Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment in respect of FATCA, or (V) f. executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company such Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such LenderLender (exercised in good faith), and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company any Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. (iv) Each of the Borrowers shall promptly deliver (to the extent such Borrower is legally entitled to do so) to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the date hereof (or such later date on which it first becomes a Borrower), and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the the(i) Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Credit Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Credit Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. jurisdiction and (iiD) whether or not payments made hereunder or under any other Credit Document are subject to backup withholding taxes or information reporting requirement. Notwithstanding anything to the contrary in this Section 3.01(e)(i), the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(C) 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. Without limiting the generality of the foregoing, if the Company is Borrower is(ii) a resident for tax purposes in the United States: (A) : Any Lender that is a “United States person” within the meaning of of(A) Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the request of such Borrower and the Administrative Agent) executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) . Each Foreign Lender to the extent that it is legally entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document do so(B) shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) : [Credit Agreement] executed originals of IRS Internal Revenue Service Form W-8BEN W-8(1) BEN or W-8 BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party, , with respect to (IIx) payments of interest under any Credit Document pursuant to the “interest” article of such tax treaty, and (y) any other applicable payments under any Credit Document pursuant to the “business profits” or “other income” article of such tax treaty, executed originals of Internal Revenue Service Form W-8(2) ECI, to the extent a Foreign Lender is not the beneficial owner,(3) executed originals of Internal Revenue Service Form W-8 IMY, accompanied by IRS Form W-8ECI, (III) executed originals of , IRS Form W-8IMY W-8BEN or W-8BEN-E, a certificate as required under Section 3.01(e)(ii)(B)(4), IRS Form W-8, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and all one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a certificate as required supporting documentation; (IVunder Section 3.01(e)(ii)(B)(4) on behalf of each such direct and indirect partner, in the case of a Foreign Lender claiming the benefits of the the(4) exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BENW-8 BEN or W-8 BEN-E, or (V) as applicable, or executed originals of any other form prescribed by by(5) applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) . If a payment made to a Lender under any Loan Credit Document would would(C) be subject to United States Federal federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Administrative Agent and the Administrative Agent Borrower at the time or times prescribed by Law and at such time or times reasonably requested by the Company Borrower or the Administrative Agent such [Credit Agreement] documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary for the Company 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 (ivC), “FATCA” shall include any amendments made to FATCA after the Closing Date. On or before the date the Administrative Agent becomes a party to(iii) this Agreement, the Administrative Agent shall provide to the Borrower, two duly-signed, properly completed copies of the IRS Form W-9 or any successor thereto. At any time thereafter, the Administrative Agent shall provide updated documentation previously provided or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower. Each Lender agrees that if any form or certification it previously(iv) delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification, provide such successor form, or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so Each Lender shall promptly (A) notify the Company Borrower and the the(v) Administrative Agent of any change in circumstances which that would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.. Each of the Credit Parties shall promptly deliver to the(vi) Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date (or such later date on which it first becomes a Credit Party), and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Credit Party, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Credit Documents, with respect to such jurisdiction. Treatment of Certain Refunds. If the Administrative Agent, any Lender or(f) the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by any Credit Party or with respect to which any [Credit Agreement] Credit Party has paid additional amounts pursuant to this Section 3.01, it shall pay to such Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses and net of any loss or gain realized in the conversion of such funds from or to another currency incurred by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that each Credit Party, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to such Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Credit Parties, any of their Subsidiaries or any other Person. Survival. Each party’s obligation under this Section 3.01 shall survive the(g) resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document. Illegality. If any Lender determines that any Law has made it unlawful, orSection 3.02. that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to a Relevant Rate, or to determine or charge interest rates based upon a Relevant Rate, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Alternative Currency Loans in the affected currency or currencies or, in the case of Loans denominated in Dollars, to make or continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay all Alternative Currency Loans in the affected currency or currencies or, if applicable and such Loans are denominated in Dollars, convert all Term SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Loan or Alternative Currency Term Rate Loan to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loan or Alternative Currency Term Rate Loan and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute [Credit Agreement]

Status of Lenders; Tax Documentation. (i) i. Each Lender shall deliver to the Company Borrower, and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower, or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax Tax purposes in the applicable jurisdiction. (ii) . Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States: (A) Any A. any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver deliver, on or before the date it becomes a party to this Agreement, to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) executed originals of IRS Internal Revenue Service Form W-9 W-9, or any subsequent versions thereof or successors thereto, or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each B. each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under party to this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I1) executed originals of IRS Internal Revenue Service Form W-8BEN W-8BEN, or any subsequent versions thereof or successors thereto, claiming eligibility for benefits of an income tax Tax treaty to which the United States is a party,; (II2) executed originals of IRS Internal Revenue Service Form W-8ECI,, or any subsequent versions thereof or successors thereto; (III3) executed originals of IRS Internal Revenue Service Form W-8IMY W-8IMY, or any subsequent versions thereof or successors thereto, and all required supporting documentation; (IV4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of Superholdings, Holdings or the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or any subsequent versions thereof or successors thereto; or (V5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) . If a payment made to a any Lender hereunder or under any other Loan Document would be subject to United States Federal federal withholding tax imposed by pursuant to FATCA if such Lender were to fail fails to comply with the applicable reporting and other requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall use commercially reasonable efforts to deliver to the Company Borrower and the Administrative Agent Agent, at the time or times prescribed by Law and at such time applicable law or times as reasonably requested by the Company Borrower or the Administrative Agent such documentation Agent, (A) two accurate, complete and signed certifications prescribed by applicable Law law and/or reasonably satisfactory to the Borrower and the Administrative Agent that establish that such payment is exempt from United States federal withholding tax imposed pursuant to FATCA and (including as prescribed by Section 1471(b)(3)(C)(iB) of the Internal Revenue Code) and such additional any other documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary sufficient for the Company Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such a Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct applicable reporting and withhold from such paymentother requirements of FATCA. (iv) . Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, (B) deliver such forms as required under Section 3.1(e)(ii) or Section 3.1(e)(iii) upon the obsolescence or invalidity of any form previously delivered by such Lender, and (BC) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes Taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each The Lender shall deliver to the Company and to the Administrative AgentBorrower, at the time or times prescribed by applicable Laws Applicable Law or when reasonably requested by the Company or the Administrative AgentBorrower, such duly and properly completed and executed documentation prescribed by applicable Laws Applicable Law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, Borrower to determine (A) whether or not payments made hereunder or under any other Loan Facility Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such the Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or any other Facility Document or otherwise to establish such Lender▇▇▇▇▇▇’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes a “United States person” as defined in section 7701(a)(30) of the United States:Code, (A1) Any any Lender that is a “United States person” within the meaning of Section section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower duly completed and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent Borrower as will enable the Company or the Administrative Agent, as the case may be, Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B2) Each any Foreign Lender that shall, to the extent it is legally entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall do so, deliver to the Company and the Administrative Agent Borrower (in such number of copies as shall be requested by the recipientBorrower) 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 Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so)Borrower, whichever of the following is applicable: (I) executed originals in the case of IRS Form W-8BEN a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a partyparty (x) with respect to payments of interest under any LoanFacility Document, duly completed and executed copies of the IRS Form W-8BEN or IRS Form W-8BEN-E 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 LoanFacility Document, IRS Form W-8BEN or IRS Form W-8BEN-E 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, (II) duly completed and executed originals of IRS Internal Revenue Service Form W-8ECI, (III) to the extent a Foreign Lender is not the beneficial owner, executed originals copies of IRS Form W-8IMY W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.02-2 or Exhibit 3.02-3, 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 all required supporting documentation;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 3.02-4 on behalf of each such direct and indirect partner, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 3.02-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.and

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Lead Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Lead Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Lead Administrative Agent, as the case may be, to determine (A) whether or not payments made by the respective Borrower hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company respective Borrower pursuant to this Agreement or otherwise to establish such Lender▇▇▇▇▇▇’s status for withholding tax purposes in the applicable jurisdictionjurisdictions. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Lead Administrative Agent executed originals copies of IRS Form W-9 or certifying that such Lender is exempt from U.S. federal backup withholding tax, and such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Lead Administrative Agent as will enable the Company Borrower or the Lead Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Lead Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower on behalf of the Borrower or the Lead Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals in the case of IRS Form W-8BEN a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a partyparty (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as 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 Loan Document, IRS Form W-8BEN-E (or W-8BEN, as 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, (II) executed originals copies of IRS Internal Revenue Service Form W-8ECI, (III) to the extent a Foreign Lender is not the beneficial owner, (w) executed originals copies of IRS Form W-8IMY W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable) , (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the 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, (y) IRS Form W-9, and/or (z) other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and all required supporting documentation;one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a certificate described in clause (x) of this paragraph on behalf of each such direct and indirect partner, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals copies of IRS Internal Revenue Service Form W-8BEN-E, (V) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Lead Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Lead 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 Lead Administrative Agent as may be necessary for the Borrower and the Lead Administrative Agent to comply with their obligations under FATCA and to determine that such ▇▇▇▇▇▇ has complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (V), “FATCA” shall include any amendments made to FATCA after the date of this Agreement, or (VVI) executed originals copies of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Lead Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Lead Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Lead Administrative Agent make any withholding or deduction for taxes Indemnified Taxes from amounts payable to such Lender. Notwithstanding anything to the contrary herein, each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Lead Administrative Agent in writing of its legal inability to do so. (iv) The Borrower shall promptly deliver to the Lead Administrative Agent or any Lender, as the Lead Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by the Borrower, as are required to be furnished by such Lender or the Lead Administrative Agent under such Laws in connection with any payment by the Lead Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction. (v) For purposes of this Section 3.01(e), any reference to “Lender” shall include a reference to any L/C Issuer.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative AgentBorrower, at the time or times prescribed by applicable Laws Applicable Law or when reasonably requested by the Company or the Administrative AgentBorrower, such duly and properly completed and executed documentation prescribed by applicable Laws Applicable Law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, Borrower to determine (A) whether or not payments made hereunder or under any other Loan Facility Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such the Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or any other Facility Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is a resident for tax purposes in the United States:, (A1) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower duly completed and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent Borrower as will enable the Company or the Administrative Agent, as the case may be, Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B2) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent Borrower (in such number of copies as shall be requested by the recipientBorrower) 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 request of the Company or the Administrative AgentBorrower, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) duly completed and executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) duly completed and executed originals of IRS Internal Revenue Service Form W-8ECI, (III) duly completed and executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) duly completed and executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) duly completed and executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws Applicable Law to permit the Company or the Administrative Agent, as the case may be, Borrower to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. (iv) The Borrower shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.

Status of Lenders; Tax Documentation. (i) Each Lender and L/C Issuer and the Administrative Agent shall deliver to the Company Borrower and to the Administrative Agent, on or before the date on which it becomes a party to this Agreement, whenever a lapse in time or change in circumstances of such Person renders such documentation obsolete or inaccurate, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such LenderPerson’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender Person by the Company Borrower pursuant to this Agreement or otherwise to establish such LenderPerson’s status for withholding tax Tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any Lender any Lender, L/C Issuer or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent two properly completed and duly executed originals of IRS Internal Revenue Service Form W-9 (or any successor form) and/or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, certifying to determine whether or not such Lender is subject to Person’s exemption from United States federal backup withholding or information reporting requirementswithholding; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I1) two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II2) two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI (or any successor form), (III3) to the extent a Foreign Lender is not the beneficial owner, executed originals copies of IRS Internal Revenue Service Form W-8IMY W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E or Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner; provided that if the Foreign Lender is a partnership and all required supporting documentation;one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a certificate described in Section 3.01(e)(ii)(B)(4) on behalf of each such direct and indirect partner as applicable, (IV4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, or (V5) properly completed and duly executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue CodeEach Lender, as applicable), such Lender shall deliver to the Company L/C Issuer and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) deliver to the Borrower and the Administrative Agent properly completed and updated and duly executed originals of any previously delivered form or certification (or any applicable successor form) on or before the date that any such form of certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower or the Administrative Agent unless such Person is not legally entitled to deliver such forms or certifications. Each Lender and L/C Issuer shall take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such LenderPerson, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes Taxes from amounts payable to such Lender or L/C Issuer; and (iv) If a payment made to a Lender or L/C Issuer under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender or such L/C Issuer 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 or such L/C Issuer 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 or such L/C Issuer has complied with such Lender’s or such L/C Issuer’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Status of Lenders; Tax Documentation. (i) Each Lender shall (but only if such Lender is legally entitled to do so) deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws and at the time or times when reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, to determine (A) whether or not payments made by the respective Borrowers hereunder or under any other Loan Document are subject to TaxesTaxes or information reporting, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company respective Borrowers pursuant to this Agreement or any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictionjurisdictions. Notwithstanding anything to the contrary in this Section, in the case of non-United States withholding taxes the completion, execution and submission of non-United States forms 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, if the Company a Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company on behalf of such Borrower or the Administrative Agent as will enable the Company such Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and; (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, or (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company such Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or, (VC) executed originals each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation times as may be prescribed by applicable Laws to permit necessary in the determination of the Company or the Administrative Agent, as applicable (in the case may bereasonable exercise of its discretion), to determine (I) two duly signed completed copies of the withholding forms or deduction statements required to be madeprovided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to United States withholding tax, and (II) two executed originals of Internal Revenue Service Form W-8IMY, together with any information such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Internal Revenue Code, to establish that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender. (iii) Each Lender shall promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. If any Lender requires a Borrower to pay any additional amounts to any Lender or Governmental Authority for the account of any Lender pursuant to Section 3.01, then such Lender shall use reasonable efforts to re-designate a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or affiliates if, in the judgment of such Lender, such designation or assignment would (i) eliminate or reduce amounts payable pursuant to Section 3.01 in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it in the judgment of such Lender. (iv) Each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date (or such later date on which it first becomes a Borrower), and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction. (v) If a payment made to a Lender hereunder or under any other Loan Document would be subject to United States Federal U.S. federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company and or the Administrative Agent Agent, as applicable, at the time or times prescribed by Law law and at such time or times reasonably requested by the Company or the Administrative Agent Agent, as applicable, such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent Agent, as applicable, as may be necessary for the Company and or the Administrative Agent Agent, as applicable, to comply with their its obligations under FATCA and FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or and, as necessary, to determine the amount to deduct and withhold from such payment. (iv) Each Lender . Solely for purposes of this section, “FATCA” shall promptly (A) notify the Company and the Administrative Agent of include any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous amendments made to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.FATCA

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company any Borrower is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company such Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company such Borrower or the Administrative Agent as will enable the Company such Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrowers or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrowers or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrowers and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrowers or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (ia) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine determine: (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, ; (B) if applicable, the required rate of withholding or deduction, ; and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Loan Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (iib) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes in the United States: (A1) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B2) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (IA) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,; (IIB) executed originals of IRS Internal Revenue Service Form W-8ECI,; (IIIC) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation; (IVD) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, : (xi) a certificate to the effect that such Foreign Lender is not not: (A1) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, ; (B2) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, ; or (C3) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code Code; and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, ; or (VE) executed originals of any other form prescribed by applicable Laws Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws Law to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii3) If a payment made to a Lender under any Loan Document would be subject to United States 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent Borrower or Agent, at the time or times prescribed by Law law and at such time or times reasonably requested by the Company Borrower or the Administrative Agent Agent, such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary for the Company and the Administrative Borrower or Agent to comply with their its obligations under FATCA and FATCA, to determine that such Lender has or has not 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 4.12, “FATCA” shall include any amendments made to FATCA after the date of this Loan Agreement. (iv4) Each Lender shall promptly promptly: (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, ; and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. (c) Unless required by applicable Laws, at no time shall Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as the case may be. If Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts hereunder, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower Party hereunder with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of Agent or such Lender, agree to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection (c) shall not be construed to require Agent or the Borrower to make available its tax returns (or any other information relating to its taxes that it deems confidential) to each other or to any other Person.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document Documents are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company Borrower is resident for tax purposes in the United States: , (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, to determine whether or not certifying that such Lender is subject to exempt from U.S. federal backup withholding or information reporting requirementswithholding; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: : (I) executed originals of IRS Internal Revenue Service Form W-8BEN or Form W- 8BEN- E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party, , (II) executed originals of IRS Internal Revenue Service Form W-8ECI, , (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation; , (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or Form W-8BEN-E, or as applicable, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax Tax duly completed together with such supplementary documentation as may be prescribed by applicable Laws law to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company ; and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.32

Status of Lenders; Tax Documentation. (iA) Each With respect to all payments by the Borrower under this Agreement or under any other Loan Document which payments originate from the United States, each Lender shall deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities Governmental Authority of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, to determine (AI) whether or not any such payments made hereunder or under any other Loan Document are subject to TaxesTaxes required to be withheld or deducted from such payments, (BII) if applicable, the required rate of withholding or deduction, and (CIII) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all such payments to be made to such Lender by the Company pursuant to this Agreement or and otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoingjurisdictions. In addition, any Lender, if reasonably requested by the Company is resident for tax purposes in or the United States: (A) Any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code Administrative Agent, shall deliver to the Company and the Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and. (B) Each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with With respect to all payments hereunder by the Borrower under this Agreement or under any other Loan Document Document, other than payments that originate from the United States, each Lender shall deliver to the Company and to the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation and other information reasonably requested by the Company or the Administrative Agent, as the case may be, to make the determinations described under Section 3.01(e)(i)(A)(I)-(III) and otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictions. Notwithstanding anything to the contrary in this Section 3.01(e)(i)(B), the completion, execution and submission of the documentation described in this Section 3.01(e)(i)(B) 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 Company and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the 51 Company or the Administrative Agent), executed copies of IRS Form W-9 certifying 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 do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals in the case of IRS Form W-8BEN a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party,party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BENE (or W-8BEN, as 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 Loan Document, IRS Form W-8BENE (or W-8BEN, as 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; (II) executed originals copies of IRS Form W-8ECI,; (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENE (or W-8BEN, as applicable); or (IV) to the extent a Foreign Lender is not the beneficial owner (including a Foreign Lender that is a partnership or participating Lender), (1) executed originals of IRS Form W-8BENW-8IMY, orand (2) the relevant forms prescribed in clauses (A), (B)(I), (B)(II), B(III) (in case of a participation, utilizing a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, as applicable), and (C) of this Section 3.01(e)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; 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 E-4 on behalf of each such direct and indirect partner; (VC) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal U.S. federal withholding tax Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Company, the Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made.; and (iiiD) If if a payment made to a Lender under any Loan Document would be subject to United States Federal U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those 52 contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iviii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation writing of its Lending Office) legal inability to avoid any requirement of applicable Laws of any jurisdiction that do so and the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lenderreason therefore.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document Documents are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, , (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.,

Status of Lenders; Tax Documentation. (i) For purposes of this Section 3.01(e), the term “Lender” includes any L/C Issuer. Each Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under any Loan Document shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company 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 taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxesbackup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the delivery, completion and execution of documentation (other than such documentation described in subsections (e)(ii)(A), (Be)(ii)(B) if applicable, the required rate of withholding or deduction, and (Ce)(iii)) shall not be required if in the Lender’s reasonable judgment such delivery, completion or execution would subject the Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if on or prior to the Company date on which a Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), but only to the extent it is resident for tax purposes in the United States:legally entitled to do so, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code Person shall deliver to the Company Borrower and the Administrative Agent executed originals copies of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and; (B) Each any Foreign Lender that shall, to the extent it is legally entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall do so, deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be reasonably requested by the recipient), 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 Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E 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 Loan Document, IRS Form W-8BEN or W-8BEN-E 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) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the 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 and (y) executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or 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 together with the executed copies of the applicable IRS Forms; (C) any Foreign Lender shall, to 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 reasonably requested by the Recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Form W-8ECI, (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals copies of any other form prescribed by applicable Laws Law as a basis for claiming exemption from or a reduction in United States Federal U.S. federal withholding tax Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws law to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrower and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Company Borrower or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary for the Company 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 (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, reduction or if any form or certification it previously delivered becomes obsolete or inaccurate or expires and (B) take update any such steps as shall not be materially disadvantageous to it, form or certification or notify the Borrower and Administrative Agent in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation writing of its Lending Office) legal inability to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lenderdo so.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, to determine (A) whether or not payments made by the respective Borrowers hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictionjurisdictions. (ii) Without limiting the generality of the foregoing, if the Company with respect to a Loan from a Borrower that is resident for tax purposes in the United States:not a Foreign Obligor, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company on behalf of such Borrower or the Administrative Agent as will enable the Company such Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, , (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company or the Administrative Agent, as the case may be, to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.,

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when whenever reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrower or the Administrative Agent, as the case may be, to determine (A) to determine whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) to determine, if applicable, the required rate of withholding or deduction, deduction and (C) to establish such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all any payments to be made to such Lender by the Company Borrower pursuant to this Agreement or other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Form W-9 (in such number of signed originals as shall be requested by the recipient) or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) Each to the extent it is legally entitled to do so: each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of U.S. federal withholding tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies signed originals as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter (1) if any documentation previously delivered has expired or become obsolete or invalid or (2) upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Form W-8BEN (or any successor thereto) claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Form W-8ECIW-8ECI (or any successor thereto), (III) executed originals of IRS Form W-8IMY and all required supporting documentation; (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Sections 881(c) or 871(h) of the Internal Revenue CodeCode (the “Portfolio Interest Exemption”), (x) a certificate certificate, substantially in the form of Exhibit ▇-▇, ▇-▇, ▇-▇ ▇▇ ▇-▇, as applicable (a “Tax Status Certificate”), to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Internal Revenue Code Code, and that no interest to be received is effectively connected with a U.S. trade or business and (y) duly completed and executed originals original copies of IRS Form W-8BENW-8BEN (or any successor thereto), (IV) where such Lender is a partnership (for U.S. federal income tax purposes) or otherwise not a beneficial owner (e.g., where such Lender has sold a typical participation), IRS Form W-8IMY (or any successor thereto) and all required supporting documentation (including, where one or more of the underlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a Tax Status Certificate (which Tax Status Certificate may be provided by the Foreign Lender on behalf of such beneficial owner(s))), or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) . Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company a Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document Documents are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company a Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company a Borrower is resident for tax purposes in the United States:a U.S. Person, (A) Any any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code U.S. Person shall deliver to the Company and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent as will establish such Lender’s entitlement to an exemption from backup withholding tax and will enable the Company or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and; (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company applicable Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Laws law to permit the Company or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made.; and (iiiC) If if a payment made to a Lender under any Loan Document would be subject to United States Federal U.S. federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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 (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iviii) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company any Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Company pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States: (A) Any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrower or the Administrative Agent as will enable the Company Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and, (Bii) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (IA) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (IIB) executed originals of IRS Internal Revenue Service Form W-8ECI, (IIIC) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IVD) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (VE) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrower or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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. (iv) Each Lender shall promptly (A) notify the Company Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

Status of Lenders; Tax Documentation. (i) Each Lender Secured Party shall deliver to the Company Borrowers and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Company Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction as will permit payments to be made without withholding or at a reduced rate of withholding and such other reasonably requested information as will permit the Company Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender Secured Party by the Company Borrowers pursuant to this Agreement or otherwise to establish such LenderSecured Party’s status for withholding tax purposes in the applicable jurisdiction. (ii) Without limiting the generality of the foregoing, if the Company is resident Borrowers are residents for tax purposes in the United States:, (A) Any Lender any Secured Party that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrowers and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company Borrowers or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, to determine whether or not certifying that such Lender is subject to exempt from US Federal backup withholding or information reporting requirementstaxes; and (B) Each each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company Borrowers or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (I) executed originals of IRS Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (II) executed originals of IRS Internal Revenue Service Form W-8ECI, (III) executed originals of IRS Internal Revenue Service Form W-8IMY and all required supporting documentation;, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company Borrowers within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Internal Revenue Service Form W-8BEN, or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Company Borrowers or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made. (iiiC) If if a payment made to a Lender under any Loan Document would be subject to United States Federal U.S. federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrowers and the Administrative Agent at the time or times prescribed by Law law and at such time or times reasonably requested by the Company Borrowers or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrowers or the Administrative Agent as may be necessary for the Company Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iviii) Each Lender Secured Party shall promptly (A) notify the Company Borrowers and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such LenderSecured Party, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrowers or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such LenderSecured Party.

Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Company Borrower Representative and to the Administrative Agent, at and the time or times prescribed by applicable Laws or Administrative Agent shall deliver to the Borrower Representative, when reasonably requested by the Company Borrowers or the Administrative Agent, as the case may be, such properly completed and executed documentation prescribed by applicable Laws Requirements of Law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Company Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Credit Document are subject to Taxeswithholding, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s or the Administrative Agent’s entitlement to any available exemption from, or reduction of, applicable Taxes withholding in respect of all any payments to be made to such Lender or the Administrative Agent by the Company an Obligor pursuant to this Agreement or any other Credit Document and (D) whether or not such Lender or the Administrative Agent is subject to backup withholding or information reporting requirements or otherwise to establish such Lender’s or the Administrative Agent’s status for withholding tax Tax purposes in the any applicable jurisdiction.. ​ (ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States:​ (A) Any each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company Borrower Representative and the Administrative Agent executed (in such number of signed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or as shall be reasonably requested by the Company recipient), on or prior to the Administrative Agent as will enable the Company or the Administrative Agentdate on which such “United States person” became a Lender under this Agreement, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirementsIRS Form W-9; andand ​ ​ (B) Each Foreign each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding tax Tax with respect to any payments hereunder or under any other Loan Credit Document shall deliver to the Company Borrower Representative and the Administrative Agent (in such number of copies signed originals as shall be requested by the recipient) ), on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so)Agreement, whichever of the following is applicable: (I) executed originals in the case of IRS Form W-8BEN a Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party,, IRS Form W- 8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to such tax treaty, ​ (II) executed originals in the case of a Lender for whom any payments under this Agreement constitute income that is effectively connected with such ▇▇▇▇▇▇’s conduct of a trade or business in the United States, IRS Form W-8ECI,W-8ECI (or successor thereto), ​ (III) executed originals in the case of a Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender), (1) IRS Form W-8IMY W- 8IMY on behalf of itself and all (2) the relevant forms prescribed in clauses (A) and (B) (I), (II), (IV) and (V) of this paragraph (e)(ii) that would be required supporting documentation;of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if such Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) or 871(h) of the Code, such Lender may provide a Non-Bank Certificate (as described below) on behalf of such partners, ​ (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) or 871(h) of the Internal Revenue Code, (x) a certificate (substantially in the form of Exhibit H (a “Non-Bank Certificate”)) to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Company U.S. Borrower within the meaning of section Section 881(c)(3)(B) of the Internal Revenue Code, Code or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Internal Revenue Code Code, and that no payments are effectively connected with a U.S. ​ ​ - 72 - trade or business, and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, or​ (V) executed originals of any other form prescribed by applicable Laws Requirements of Law or such other evidence satisfactory to Borrowers as a basis for claiming any available exemption from or a reduction in United States Federal withholding tax Tax together with such supplementary documentation as may be prescribed by applicable Laws Requirements of Law to permit the Company Borrowers or the Administrative Agent, as the case may be, Agent to determine the withholding or deduction required to be made., or ​ (iiiVI) If if a payment made to a Lender under any Loan Document would be subject to United States U.S. Federal withholding tax 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 Internal Revenue Code, as applicable), such Lender shall deliver to the Company Borrower Representative and the Administrative Agent Agent, at the time or times prescribed by applicable Requirements of Law and at such time or times reasonably requested by the Company Borrowers or the Administrative Agent Agent, such documentation prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company Borrowers or the Administrative Agent as may be necessary for the Company Borrowers and the Administrative Agent to comply with their respective obligations under FATCA and FATCA, to determine that whether such Lender has complied with such Lender▇▇▇▇▇▇’s obligations under FATCA or to determine the amount amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (VI), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. ​ (VII) Notwithstanding anything to the contrary in this Section 8.6(e)(ii), in no event will any Lender be required to provide any documentation such Lender is legally ineligible to deliver. (iviii) Each Lender and Administrative Agent shall promptly (A) notify the Company Borrowers and the Administrative Agent of any change in circumstances which would modify or render invalid any previously delivered form or documentation or any claimed exemption or reductionreduction and provide updated documentation (or promptly notify Borrowers and the Administrative Agent of its legal ineligibility to do so). Each Lender or Administrative Agent that has previously delivered any documentation required herein shall, and (B) take such steps as shall not be materially disadvantageous to it, in upon the reasonable judgment request of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Company Borrowers or the Administrative Agent, deliver to the Borrower Representative and the Administrative Agent make additional copies of ​ ​ such form (or successor thereto) on or before the date such form expires or becomes obsolete or promptly notify Borrowers and the Administrative Agent of its legal ineligibility to do so. ​ (iv) Upon execution of this Agreement, the Administrative Agent shall deliver to the Borrower Representative an accurate, complete, signed copy of IRS Form W-8IMY certifying in Part I that it is a qualified intermediary and checking the boxes in Part III, Line 14a and Line 14b. ​ (v) Each Lender hereby authorizes the Administrative Agent to deliver to the Obligors and to any withholding or deduction for taxes from amounts payable successor Administrative Agent any documentation provided by such Lender to such Lender.the Administrative Agent pursuant to this Section 8.6(e). ​