Common use of Delivery of Tax Forms Clause in Contracts

Delivery of Tax Forms. Each Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, of the United States of America Internal Revenue Service or such other evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Lender. If a Lender is claiming a “portfolio interest exemption,” such Lender shall, in addition to Form W 8BEN, provide a certificate signed by a Responsible Official to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement 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 LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender that is incorporated or otherwise organized under and the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Administrative Agent shall deliver to Borrower (the Company, with a copy to the Administrative Agent), on or before the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicablesuccessor forms) two duly properly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to and certifying in each case that such Lender and entitling it is entitled to a complete exemption from withholding or deduction for or on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, account of the any United States of America federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or such other evidence satisfactory W-8ECI or successor applicable form, as the case may be, to Borrower and the Administrative Agent that no establish an exemption from United States backup withholding under the federal income tax laws is required with respect to such Lendertaxes. If a Lender is claiming a “portfolio interest exemption,” Each such Lender shall, in addition further agrees to Form W 8BEN, provide a certificate signed by a Responsible Official deliver to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the CodeCompany, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such additional duly completed and signed copies form expires or becomes obsolete or after the occurrence of one any event requiring a change in the most recent form previously delivered by it to the Company, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms (inapplicable or the exemption to which such successor forms as shall be adopted from time to time by relate unavailable and such Lender notifies the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower Company and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of any available exemption from, United States federal income taxes) and, in the case of America a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding taxes tax. Notwithstanding anything in respect of all payments any Loan Document to be made to such Lender by Borrower pursuant to this Agreement and (b) take such steps as the contrary, the Borrowers shall not be materially disadvantageous required to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re designation of its LIBOR Lending Office, if any) pay additional amounts to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower Lender or the Administrative Agent become aware that a participation has been granted pursuant to under Section 11.8(e4.11 or Section 4.8(c), (i) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower if such Lender or the Administrative Agent fails to comply with the requirements of this Section 4.11(e), other than to the Lender extent that such failure is due to a change in law occurring after the date on which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender's or the Administrative Agent's gross negligence or willful misconduct, as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender that is incorporated or otherwise organized under and the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Administrative Agent shall deliver to Borrower (the Borrower, with a copy to the Administrative Agent), on or before the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicablesuccessor forms) two duly properly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to and certifying in each case that such Lender and entitling it is entitled to a complete exemption from withholding or deduction for or on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, account of the any United States of America federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or such other evidence satisfactory W-8ECI or successor applicable form, as the case may be, to Borrower and the Administrative Agent that no establish an exemption from United States backup withholding under the federal income tax laws is required with respect to such Lendertaxes. If a Lender is claiming a “portfolio interest exemption,” Each such Lender shall, in addition further agrees to Form W 8BEN, provide a certificate signed by a Responsible Official deliver to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such additional duly completed and signed copies form expires or becomes obsolete or after the occurrence of one any event requiring a change in the most recent form previously delivered by it to the Borrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms (inapplicable or the exemption to which such successor forms as shall be adopted from time to time by relate unavailable and such Lender notifies the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of any available exemption from, United States federal income taxes) and, in the case of America a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding taxes tax. Notwithstanding anything in respect of all payments any Loan Document to be made to such Lender by the contrary, the Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous required to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re designation of its LIBOR Lending Office, if any) pay additional amounts to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower Lender or the Administrative Agent become aware that a participation has been granted pursuant to under Section 11.8(e5.11 or Section 5.8(c), (i) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the Lender extent that such failure is due to a change in law occurring after the date on which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender's or the Administrative Agent's gross negligence or willful misconduct, as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender that is incorporated or otherwise organized under and the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Administrative Agent shall deliver to Borrower (the Borrower, with a copy to the Administrative Agent), on or before the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicablesuccessor forms) two duly properly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to and certifying in each case that such Lender and entitling it is entitled to a complete exemption from withholding or deduction for or on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, account of the any United States of America federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or such other evidence satisfactory W-8ECI or successor applicable form, as the case may be, to Borrower and the Administrative Agent that no establish an exemption from United States backup withholding under the federal income tax laws is required with respect to such Lendertaxes. If a Lender is claiming a “portfolio interest exemption,” Each such Lender shall, in addition further agrees to Form W 8BEN, provide a certificate signed by a Responsible Official deliver to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such additional duly completed and signed copies form expires or becomes obsolete or after the occurrence of one any event requiring a change in the most recent form previously delivered by it to the Borrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms (inapplicable or the exemption to which such successor forms as shall be adopted from time to time by relate unavailable and such Lender notifies the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of any available exemption from, United States federal income taxes) and, in the case of America a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding taxes tax. Notwithstanding anything in respect of all payments any Loan Document to be made to such Lender by the contrary, the Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous required to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re designation of its LIBOR Lending Office, if any) pay additional amounts to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower Lender or the Administrative Agent become aware that a participation has been granted pursuant to under Section 11.8(e5.11 or Section 5.8(c), (i) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the Lender extent (i) that such failure is due to a change in law occurring after the date on which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and or the Administrative Agent became a party to this Agreement or (ii) that such additional amounts are the result of such Lender's or the Administrative Agent's gross negligence or willful misconduct, as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender that is incorporated or otherwise organized under and the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Agent shall deliver to Borrower (the Borrower, with a copy to the Administrative Agent), on or before the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicablesuccessor forms) two duly properly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to and certifying in each case that such Lender and entitling it is entitled to a complete exemption from withholding or deduction for or on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, account of the any United States of America federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or such other evidence satisfactory W-8ECI or successor applicable form, as the case may be, to Borrower and the Administrative Agent that no establish an exemption from United States backup withholding under the federal income tax laws is required with respect to such Lendertaxes. If a Lender is claiming a “portfolio interest exemption,” Each such Lender shall, in addition further agrees to Form W 8BEN, provide a certificate signed by a Responsible Official deliver to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (as applicable, two Form W-9, Form W-8BEN or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoidW-8ECI, or such evidence successor applicable forms or manner of certification, as is satisfactory to Borrower and the Administrative Agent of any available exemption fromcase may be, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement 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 LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or before accepting an assignment the exemption to which such forms relate unavailable and such Lender notifies the Borrower and the Agent that it is not entitled to receive payments without deduction or receiving a participation pursuant to Section 11.8withholding of United States federal income taxes) and, if applicable) and before in the expiration case of a previously delivered formForm W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Notwithstanding anything in any Loan Document to the contrary, the Borrower shall not be required to pay additional amounts to any Lender or the Agent under Section 2.20 or Section 2.17(c), (i) if such Lender or the Agent fails to comply with the requirements of this Section 2.20(e), other than to the extent that such failure is due to a change in law occurring after the date on which such Lender or the Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Agent’s gross negligence or willful misconduct, as applicable.

Delivery of Tax Forms. Each To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender that is incorporated or otherwise organized under and the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Administrative Agent shall deliver to Borrower (the Borrower, with a copy to the Administrative Agent), on or before the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicablesuccessor forms) two duly properly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to and certifying in each case that such Lender and entitling it is entitled to a complete exemption from withholding or deduction for or on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, account of the any United States of America federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or such other evidence satisfactory W-8ECI or successor applicable form, as the case may be, to Borrower and the Administrative Agent that no establish an exemption from United States backup withholding under the federal income tax laws is required with respect to such Lendertaxes. If a Lender is claiming a “portfolio interest exemption,” Each such Lender shall, in addition further agrees to Form W 8BEN, provide a certificate signed by a Responsible Official deliver to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such additional duly completed and signed copies form expires or becomes obsolete or after the occurrence of one any event requiring a change in the most recent form previously delivered by it to the Borrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms (inapplicable or the exemption to which such successor forms as shall be adopted from time to time by relate unavailable and such Lender notifies the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement and (bfederal income taxes) take such steps as shall not be materially disadvantageous to itand, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding tax. Each Foreign Lender further agrees to provide, promptly upon the reasonable judgment demand of such Lender, and as may be reasonably necessary (including the re designation of its LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware Agent, any information, form or document, accurately completed, that may be required in order to demonstrate that such Foreign Lender is in compliance with the requirements of FATCA, including §1471(b) of the Code, if such Foreign Lender is a participation has been granted pursuant to Section 11.8(e) to a foreign financial institution that (as such term is incorporated defined in §1471(d)(4) of the Code) or otherwise organized under §1472(b), if such Foreign Lender is a non-financial foreign entity (as such term is defined in §1472(d) of the Laws of a jurisdiction other than Code). Notwithstanding anything in any Loan Document to the United States of Americacontrary, the Borrower shall not be required to pay additional amounts to any State thereof or the District of Columbia, then, upon request made by Borrower Lender or the Administrative Agent to the Lender which granted such participationunder Section 2.20 or Section 2.17(c), (i) if such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and or the Administrative Agent as would be required under fails to comply with the requirements of this Section if 2.20(e), other than to the extent that such financial institution were failure is due to a Change in Law occurring after the date on which such Lender or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender. Each Lender that is a United States of America Person shall’s or the Administrative Agent’s gross negligence or willful misconduct, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if as applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. (a) Each Lender that is incorporated or otherwise organized under the Laws of not a jurisdiction other than the “United States person” within the meaning of America or any State thereof or Section 7701(a)(30) of the District of Columbia Code (a “Non-U.S. Lender”) shall deliver to Borrower (with a copy to the Administrative Agent), on or before prior to the Closing Date receipt of any payment subject to withholding under the Code (or on or before upon accepting an assignment or receiving a participation of an interest herein pursuant to Section 11.8herein), if applicable) two duly signed completed copies, signed by a Responsible Official, copies of either IRS Form W 8BEN W-8BEN or any successor thereto (relating to such Non-U.S. Lender and entitling it to a complete an exemption from from, or reduction of, withholding tax on all payments to be made to such Non-U.S. Lender by the Borrower pursuant to this Agreement) or IRS Form W 8ECI W-8ECI or any successor thereto (relating to all payments to be made to such Non-U.S. Lender by the Borrower pursuant to this Agreement), or W-8IMY, as applicable, of the United States of America Internal Revenue Service ) or such other evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Lender. If a Non-U.S. Lender is claiming a “portfolio interest exemption,” such Lender shallentitled to an exemption from, in addition or reduction of, United States withholding tax, including any exemption pursuant to Form W 8BEN, provide a certificate signed by a Responsible Official to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C881(c) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Non-U.S. Lender shall (ai) upon the written request of the Administrative Agent promptly submit to Borrower (with a copy to the Administrative Agent), Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required available under the then current United States of America Laws laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption fromfrom or reduction of, United States of America withholding taxes in respect of all payments to be made to such Non-U.S. Lender by the Borrower pursuant to this Agreement and (bii) take promptly notify the Administrative Agent of any change in circumstance which would modify or render invalid any claimed exemption or reduction. Each Non-U.S. 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 steps as shall not be materially disadvantageous to itLender under any of the Loan Documents (for example, in the reasonable judgment case of a participation by such Lender), shall deliver to the Administrative Agent on the date when such Non-U.S. Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be reasonably necessary in the determination of the Administrative Agent (including in the re designation reasonable exercise of its LIBOR Lending Officediscretion), if any(A) two duly signed completed copies of the forms or statements required to avoid be provided by such Lender as set forth above, to establish the portion of any applicable deduction 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 (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Lender is not acting for taxes from amounts its own account with respect to a portion of any sums payable to such Lender. In The Borrower shall not be required to pay any additional amount to any Non-U.S. Lender under this Section 10.14(a)(i) with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 10.14(a) or (ii) if such Lender shall have failed to satisfy the provisions of this Section 10.14(a) on the date such Lender became a Lender or ceases to act for its own account with respect to any payment under any of the Loan Documents. Nothing in this Section 10.14(a) shall relieve the Borrower of its obligation to pay any amounts otherwise due pursuant to this Section 10.14 in the event that Borrower that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated interpretation, administration or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participationapplication thereof, such Lender shall cause such participant financial institution is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the same documents and information fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to Borrower and the withholding or is subject to withholding at a reduced rate. The Administrative Agent as would may, without reduction, withhold any Taxes required to be deducted and withheld from any payment under any of the Loan Documents with respect to which the Borrower is not required to pay additional amounts under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form10.14(a).

Delivery of Tax Forms. Each To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender that is incorporated or otherwise organized under and the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Administrative Agent shall deliver to Borrower (the Company, with a copy to the Administrative Agent), on or before the Closing Date or concurrently with the delivery of the relevant Assignment and Assumption, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicablesuccessor forms) two duly properly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to and certifying in each case that such Lender and entitling it is entitled to a complete exemption from withholding or deduction for or on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, account of the any United States of America federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or such other evidence satisfactory W-8ECI or successor applicable form, as the case may be, to Borrower and the Administrative Agent that no establish an exemption from United States backup withholding under the federal income tax laws is required with respect to such Lendertaxes. If a Lender is claiming a “portfolio interest exemption,” Each such Lender shall, in addition further agrees to Form W 8BEN, provide a certificate signed by a Responsible Official deliver to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the CodeCompany, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such additional duly completed and signed copies form expires or becomes obsolete or after the occurrence of one any event requiring a change in the most recent form previously delivered by it to the Company, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms (inapplicable or the exemption to which such successor forms as shall be adopted from time to time by relate unavailable and such Lender notifies the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower Company and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of any available exemption from, United States federal income taxes) and, in the case of America a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding taxes tax. Notwithstanding anything in respect of all payments any Loan Document to be made to such Lender by Borrower pursuant to this Agreement and (b) take such steps as the contrary, the Borrowers shall not be materially disadvantageous required to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re designation of its LIBOR Lending Office, if any) pay additional amounts to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower Lender or the Administrative Agent become aware that a participation has been granted pursuant to under Section 11.8(e5.11 or Section 5.8(c), (i) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower if such Lender or the Administrative Agent fails to comply with the requirements of this Section 5.11(e), other than to the Lender extent that such failure is due to a change in law occurring after the date on which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender’s or the Administrative Agent’s gross negligence or willful misconduct, as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each To the extent required by Applicable Law to reduce or eliminate withholding or payment of taxes, each Lender that is incorporated or otherwise organized under and the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Administrative Agent shall deliver to Borrower (the Borrower, with a copy to the Administrative Agent), on or before the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicablesuccessor forms) two duly properly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to and certifying in each case that such Lender and entitling it is entitled to a complete exemption from withholding or deduction for or on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, account of the any United States of America federal income taxes, and (ii) an Internal Revenue Service Form W-8BEN or such other evidence satisfactory W-8ECI or successor applicable form, as the case may be, to Borrower and the Administrative Agent that no establish an exemption from United States backup withholding under the federal income tax laws is required with respect to such Lendertaxes. If a Lender is claiming a “portfolio interest exemption,” Each such Lender shall, in addition further agrees to Form W 8BEN, provide a certificate signed by a Responsible Official deliver to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such additional duly completed and signed copies form expires or becomes obsolete or after the occurrence of one any event requiring a change in the most recent form previously delivered by it to the Borrower certifying in the case of a Form W-9, Form W-8BEN or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms (inapplicable or the exemption to which such successor forms as shall be adopted from time to time by relate unavailable and such Lender notifies the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of any available exemption from, United States federal income taxes) and, in the case of America a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption from United States backup withholding taxes tax. Notwithstanding anything in respect of all payments any Loan Document to be made to such Lender by the contrary, the Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous required to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re designation of its LIBOR Lending Office, if any) pay additional amounts to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower Lender or the Administrative Agent become aware that a participation has been granted pursuant to under Section 11.8(e4.13 or Section 4.10(c), (i) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower if such Lender or the Administrative Agent fails to comply with the requirements of this Section 4.13(e), other than to the Lender extent that such failure is due to a change in law occurring after the date on which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and or the Administrative Agent became a party to this Agreement or (ii) that are the result of such Lender's or the Administrative Agent's gross negligence or willful misconduct, as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each Lender that is incorporated To the extent required by law to reduce or otherwise organized under the Laws eliminate withholding or payment of a jurisdiction other than the United States of America or any State thereof or the District of Columbia taxes, each Payee shall deliver to Borrower (the Borrower, with a copy to the Administrative Agent), on or before the Closing Effective Date or concurrently with the delivery of the relevant Assignment and Assumption, as applicable, two United States Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicablesuccessor forms) two duly properly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to and certifying in each case that such Lender and entitling it Payee is entitled to a complete exemption from withholding or deduction for or on all payments account of any United States federal income taxes and backup withholding taxes. Each such Payee further agrees to be made deliver to such Lender by Borrower pursuant the Borrower, with a copy to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMYthe Administrative Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, Credit Agreement certifying that such Payee is entitled to receive payments under this Agreement without deduction or withholding of any United States of America Internal Revenue Service federal income taxes and backup withholding tax (unless in any such case a Change in Law has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such other evidence satisfactory to forms relate unavailable and such Payee notifies the Borrower and the Administrative Agent that no it is not entitled to receive payments without deduction or withholding under the of United States federal income tax laws is required with respect to such Lendertaxes). If In the case of a Lender is Payee claiming a “the benefits of the exemption for portfolio interest exemption,” under section 881(c) of the Code, such Lender shall, in addition to Form W 8BEN, provide Payee shall also deliver a certificate signed by a Responsible Official to the effect that (i) such Lender Payee is not (A) a bank “bank” within the meaning of Section section 881(c)(3)(A) of the Code, (iiB) such Lender is not a 10% shareholder “10 percent shareholder” of Borrower, and (iii) such Lender is not related to the Borrower within the meaning of Section section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of Notwithstanding anything in any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy Loan Document to the Administrative Agent)contrary, such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous required to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re designation of its LIBOR Lending Office, if any) pay additional amounts to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required Payee under this Section 2.16 if such financial institution were Payee fails to comply with the requirements of this Section 2.16(e), other than to the extent that such failure is due to a Lender. Each Lender that is Change in Law occurring after the date on which such Payee became a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant party to Section 11.8, if applicable) and before the expiration of a previously delivered formthis Agreement.

Delivery of Tax Forms. Each Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.818.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W 8BEN W-8BEN (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI W-8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, of the United States of America Internal Revenue Service or such other evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Lender. If a Lender is claiming a “portfolio interest exemption,” such Lender shall, in addition to Form W 8BENW-8BEN, provide a certificate signed by a Responsible Official to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement 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 LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e18.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.818.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each Lender Bank that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to such Lender Bank and entitling it to a complete exemption from withholding on all payments to be made to such Lender Bank by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender Bank by Borrower pursuant to this Agreement), or W-8IMY, as applicable, of the United States of America Internal Revenue Service or such other evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such LenderBank. If a Lender Bank is claiming a “"portfolio interest exemption,” " such Lender Bank shall, in addition to Form W 8BEN, provide a certificate signed by a Responsible Official to the effect that (i) such Lender Bank is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender Bank is not a 10% shareholder of Borrower, and (iii) such Lender Bank is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender Bank shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender Bank by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such LenderBank, and as may be reasonably necessary (including the re designation of its LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such LenderBank. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender Bank which granted such participation, such Lender Bank shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a LenderBank. Each Lender Bank that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W 8BEN W-8BEN (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI W-8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, of the United States of America Internal Revenue Service or such other evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Lender. If a Lender is claiming a “"portfolio interest exemption,” " such Lender shall, in addition to Form W 8BENW-8BEN, provide a certificate signed by a Responsible Official to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement 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 LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each Lender Bank that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to such Lender Bank and entitling it to a complete exemption from withholding on all payments to be made to such Lender Bank by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender Bank by Borrower pursuant to this Agreement), or W-8IMY, as applicable, of the United States of America Internal Revenue Service or such other evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such LenderBank. If a Lender Bank is claiming a “portfolio interest exemption,” such Lender Bank shall, in addition to Form W 8BEN, provide a certificate signed by a Responsible Official to the effect that (i) such Lender Bank is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender Bank is not a 10% shareholder of Borrower, and (iii) such Lender Bank is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender Bank shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender Bank by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such LenderBank, and as may be reasonably necessary (including the re designation of its LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such LenderBank. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender Bank which granted such participation, such Lender Bank shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a LenderBank. Each Lender Bank that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each (a) On or prior to the Effective Date (or in the case of a transferee Lender, the date that it becomes a party to this Agreement), and thereafter when reasonably requested by the Borrower or the Facility Agent, each Lender or transferee that is incorporated or otherwise organized under the Laws laws of a jurisdiction other than outside the United States of America or States, any State state thereof or the District of Columbia (a “Non-U.S. Lender”) shall deliver to the Facility Agent two properly completed and duly executed copies of (as applicable) U.S. Internal Revenue Service (“IRS”) Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY or, upon request of the Borrower or the Facility Agent, any subsequent versions thereof or successors thereto, in each case claiming a reduced rate (which may be zero) of U.S. federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a copy to Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Administrative Agent)Code, such Non-U.S. Lender shall, on or before prior the Closing Effective Date (or on or before accepting an assignment or receiving in the case of a participation interest herein pursuant to Section 11.8transferee Lender, if applicable) two duly completed copies, signed by the date that it becomes a Responsible Official, of either Form W 8BEN (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant party to this Agreement), and thereafter when reasonably requested by the Borrower or W-8IMYthe Facility Agent, as applicable, of provide to the United States of America Internal Revenue Service or such other evidence satisfactory to Borrower and the Administrative Facility Agent that no withholding under the federal income tax laws is required with respect to such Lender. If a Lender is claiming a “portfolio interest exemption,” such Lender shall, in addition to the applicable IRS Form W 8BEN, provide W-8 required above a certificate signed by a Responsible Official to the effect representing that (i) such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 881(c)(3)(A871(h)(3)(B) of the Code, (ii) such Lender of the Borrower and is not a 10% shareholder of Borrower, and (iii) such Lender is not controlled foreign corporation related to the Borrower (within the meaning of Section 881(c)(3)(C864(d)(4) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), and such additional duly completed and signed copies of one of such forms (or such successor forms as Non-U.S. Lender agrees that it shall be adopted from time to time by promptly notify the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Facility Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of event any representation in such Lender, and as may be reasonably necessary (including the re designation of its LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that certificate is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered formno longer accurate.

Delivery of Tax Forms. Each Lender Bank that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower Borrowers (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W 8BEN W-8BEN (relating to such Lender Bank and entitling it to a complete exemption from withholding on all payments to be made to such Lender Bank by Borrower Borrowers pursuant to this Agreement) or Form W 8ECI W-8ECI (relating to all payments to be made to such Lender Bank by Borrower the Borrowers pursuant to this Agreement), or W-8IMY, as applicable, of the United States of America Internal Revenue Service or such other evidence satisfactory to Borrower Borrowers and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such LenderBank. If a Lender Bank is claiming a “"portfolio interest exemption,” ", such Lender Bank shall, in addition to Form W 8BENW-8BEN, provide a certificate signed by a Responsible Official to the effect that (i) such Lender Bank is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender Bank is not a 10% shareholder of any Borrower, and (iii) such Lender Bank is not related to any Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender Bank shall (a) promptly submit to Borrower Borrowers (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws laws and regulations to avoid, or such evidence as is satisfactory to Borrower Borrowers and the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender Bank by Borrower Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such LenderBank, and as may be reasonably necessary (including the re re-designation of its LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such LenderBank. In the event that Borrower Borrowers or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower Borrowers or the Administrative Agent to the Lender Bank which granted such participation, such Lender Bank shall cause such participant financial institution to deliver the same documents and information to Borrower Borrowers and the Administrative Agent as would be required under this Section if such financial institution were a LenderBank. Each Lender Bank that is a United States of America Person person shall, upon the reasonable request of BorrowerBorrowers, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each Lender that is incorporated or otherwise Funding Party organized under the Laws laws of a jurisdiction other than the United States of America or any State state thereof or the District of Columbia shall deliver to Borrower (each of the Lessee and the Lessor, with a copy to the Administrative Agent), on the date hereof or before concurrently with the Closing Date delivery of the relevant Assignment and Acceptance or Addition Agreement, as applicable, (i) two United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicablesuccessor forms) two duly properly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to and certifying in each case that such Lender and entitling it Funding Party is entitled to a complete exemption from withholding or deduction for or on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, account of the any United States of America federal income taxes, and (ii) an Internal Revenue Service Form W-9 or successor applicable form, as the case may be, establishing an exemption from United States backup withholding taxes. Each such other evidence satisfactory Funding Party further agrees to Borrower deliver to the Lessor and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Lender. If a Lender is claiming a “portfolio interest exemption,” such Lender shallLessee, in addition to Form W 8BEN, provide a certificate signed by a Responsible Official to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and two original signed copies of one of such forms (Form W-8BEN or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws W-8ECI and regulations to avoidForm W-9, or such evidence successor applicable forms or manner of certification, as is satisfactory to Borrower and the Administrative Agent of any available exemption fromcase may be, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement 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 LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Agent, (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicablei) and before certifying in the expiration case of a previously delivered formForm W-8BEN or W-8ECI that such Funding Party is entitled to receive payments under the Operative Documents without deduction or withholding of any United States federal income taxes (unless in any such case an event beyond the reasonable control of such Funding Party (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Funding Party notifies the Lessee and the Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, (ii) in the case of a Form W-9, establishing an exemption from United States backup withholding tax.

Delivery of Tax Forms. Each Lender that is incorporated or otherwise organized under the Laws laws of a any jurisdiction other than the United States of America or any State state or other political subdivision thereof or the District (for purposes of Columbia this Section 4.9(e), a "Non-US Lender") shall deliver to Borrower (with a copy Administrative Agent and to the Administrative Agent)Borrower, on or before prior to the Closing Date (in the case of each Lender listed on the signature pages hereof) or on or before accepting an assignment or receiving a participation interest herein prior to the date of the Assignment Agreement pursuant to Section 11.8, if applicable) two duly completed copies, signed by which it becomes a Responsible Official, Lender (in the case of either Form W 8BEN (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreementeach other Lender), or W-8IMY, and at such other times as applicable, may be necessary in the determination of the United States Borrower or Administrative Agent (each in the reasonable exercise of America its discretion), two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Lender, together with any other evidence satisfactory to Borrower and the Administrative Agent that no withholding certificate or statement of exemption required under the federal income tax laws is required with respect Internal Revenue Code or the regulations issued thereunder to such Lender. If a Lender is claiming a “portfolio interest exemption,” such Lender shall, in addition to Form W 8BEN, provide a certificate signed by a Responsible Official to the effect establish that (i) such Lender is not a bank within the meaning subject to United States withholding tax with respect to any payments to such Lender of Section 881(c)(3)(A) interest payable under any of the CodeLoan Documents. Each Non-US Lender hereby agrees, from time to time after the initial delivery by such Lender of such forms, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respect, that such Lender shall promptly (iii) deliver to the Administrative Agent and to the Borrower two original copies of 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 that such Lender is not a 10% shareholder of Borrower, and (iii) subject to United States withholding tax with respect to payments to such Lender is not related to Borrower within under the meaning of Section 881(c)(3)(CLoan Documents or (ii) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and notify the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by and the Borrower pursuant to this Agreement 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 LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution inability to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if any such financial institution were a Lender. Each Lender that is a United States of America Person shallforms, upon the reasonable request of Borrower, deliver Form W-9 on certificates or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered formother evidence.

Delivery of Tax Forms. Each Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W 8BEN W-8BEN (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI W-8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, of the United States of America Internal Revenue Service or such other evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Lender. If a Lender is claiming a “portfolio interest exemption,” such Lender shall, in addition to Form W 8BENW-8BEN, provide a certificate signed by a Responsible Official to the effect that (i) such Lender is not -71- a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement 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 LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each Lender that is incorporated or otherwise organized under the Laws laws of a jurisdiction other than the United States of America or any State state thereof or the District of Columbia shall deliver to Borrower (the Borrower, with a copy to the Administrative Agent), on the Effective Date or before concurrently with the Closing Date delivery of the relevant Assignment and Assumption Agreement, as applicable, two United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN, as applicable (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicablesuccessor forms) two duly properly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to and certifying in each case that such Lender and entitling it is entitled to a complete exemption from withholding or deduction for or on all payments to be made to such account of any United States federal income taxes, including backup withholding taxes. Each Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, that is organized under the laws of the United States of America Internal Revenue Service or such other evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Lender. If a Lender is claiming a “portfolio interest exemption,” such Lender shall, in addition to Form W 8BEN, provide a certificate signed by a Responsible Official any political subdivision thereof shall deliver to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent, on the Effective Date or concurrently with the delivery of the relevant Assignment and Assumption Agreement, as applicable, two United States Internal Revenue Service Form W-9 (or successor form), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted needed to establish a complete exemption from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations backup withholding taxes. Each Lender further agrees to avoiddeliver to the Borrower, with a copy to the Agent, a Form W-8ECI or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, W-8BEN or in the reasonable judgment case of such Lender, and as may be reasonably necessary (including the re designation of its LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise Lender organized under the Laws laws of a jurisdiction other than the United States or any political subdivision thereof a Form W-9, or successor applicable forms or manner of Americacertification, any State thereof or as the District of Columbiacase may be, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (date that any such form expires or on becomes obsolete or before accepting an assignment or receiving after the occurrence of any event requiring a participation pursuant change in the most recent form previously delivered by it to Section 11.8the Borrower, if applicable) and before certifying in the expiration case of a previously delivered formForm W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Borrower and the Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and, in the case of a Form W-9, establishing an exemption from United States backup withholding tax.

Delivery of Tax Forms. Each Foreign Lender shall deliver to the Borrower, with a copy to the Administrative Agent, on the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance, as applicable, two United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN, as applicable (or successor forms), properly completed and certifying in each case that such Foreign Lender is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes. Each Foreign Lender further agrees to deliver to the Borrower, with a copy to the Administrative Agent, a Form W-8ECI or W-8BEN, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, certifying that such Foreign Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Foreign Lender notifies the Borrower and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes). Each Lender that is incorporated or otherwise organized under the Laws laws of a jurisdiction other than the United States of America or any State state thereof or the District of Columbia shall deliver to the Borrower (with a an original copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, of the United States of America Internal Revenue Service Form W-9 (or such other evidence satisfactory to Borrower applicable successor form) properly completed and the Administrative Agent that no withholding under the federal income tax laws is required with respect to duly executed by such Lender. If a Lender is claiming a “portfolio interest exemption,” such Lender shall, in addition to Form W 8BEN, provide a certificate signed by a Responsible Official to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement 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 LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W 8BEN W-8BEN (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI W-8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, of the United States of America Internal Revenue Service or such other evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Lender. If a Lender is claiming a “portfolio interest exemption,” such Lender shall, in addition to Form W 8BENW-8BEN, provide a certificate signed by a Responsible Official to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement 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 LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.

Delivery of Tax Forms. Each Lender that is incorporated or otherwise organized under the Laws laws of a --------------------- jurisdiction other than the United States of America or any State state thereof or the District of Columbia shall deliver to Borrower (the Borrowers, with a copy to the Administrative Agent), on or before the Closing Date or concurrently with the delivery of the relevant Assignment and Acceptance or New Lender Supplement, as applicable, (i) two United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN, as applicable (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicablesuccessor forms) two duly properly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to and certifying in each case that such Lender and entitling it is entitled to a complete exemption from withholding or deduction for or on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, account of the any United States of America federal income taxes, and (ii) either (A) an Internal Revenue Service Form W-8 or such other evidence satisfactory W-9 or successor applicable form, as the case may be, to Borrower and the Administrative Agent that no establish an exemption from United States backup withholding under the federal income tax laws is required with respect to such Lender. If taxes or (B) a Lender is claiming a “portfolio interest exemption,” certificate executed by such Lender shall, in addition to Form W 8BEN, provide a certificate signed by a Responsible Official to the effect certifying that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) "bank" and that such Lender is not a 10% shareholder of Borrower, and (iii) qualifies for such Lender is not related to Borrower within the meaning of exemption under Section 881(c)(3)(C881(c) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each Each such Lender shall (a) promptly submit further agrees to Borrower (deliver to the Borrowers, with a copy to the Administrative Agent), a Form W-8BEN or W-8ECI and Form W-8 or W-9, or successor applicable forms or manner of certification, as the case may be, on or before the date that any such additional duly completed and signed copies form expires or becomes obsolete or after the occurrence of one any event requiring a change in the most recent form previously delivered by it to the Borrowers, certifying in the case of a Form W-8BEN or W-8ECI that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms (inapplicable or the exemption to which such successor forms as shall be adopted from time to time by relate unavailable and such Lender notifies the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower Borrowers and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement and (bfederal income taxes) take such steps as shall not be materially disadvantageous to itand, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re designation of its LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws case of a jurisdiction other than the Form W-8BEN or W-8BECI, establishing an exemption from United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered formbackup withholding tax.

Delivery of Tax Forms. Each Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W 8BEN (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, of the United States of America Internal Revenue Service or such other evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Lender. If a Lender is claiming a “portfolio interest exemption,” such Lender shall, in addition to Form W 8BEN, provide a certificate signed by a Responsible Official to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement 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 LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form. 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 or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Agreement (including by the payment of additional amounts pursuant to Sections 3.9(d) and 11.3), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).

Delivery of Tax Forms. Each Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.818.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W 8BEN W-8BEN (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W 8ECI W-8ECI (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement), or W-8IMY, as applicable, of the United States of America Internal Revenue Service or such other evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Lender. If a Lender is claiming a “portfolio interest exemption,” such Lender shall, in addition to Form W 8BENW-8BEN, provide a certificate signed by a Responsible Official to the effect that (i) such Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) such Lender is not a 10% shareholder of Borrower, and (iii) such Lender is not related to Borrower within the meaning of Section 881(c)(3)(C) of the Code. Thereafter and from time to time, including before the expiration of any previously delivered form, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States of America taxing authorities) as may then be required under then current United States of America Laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States of America withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement 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 LIBOR Lending Office, if any) to avoid any applicable deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation has been granted pursuant to Section 11.8(e18.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. Each Lender that is a United States of America Person shall, upon the reasonable request of Borrower, deliver Form W-9 on or before the Closing Date (or on or before accepting an assignment or receiving a participation pursuant to Section 11.8, if applicable) and before the expiration of a previously delivered form.a