Common use of Status of Lender Clause in Contracts

Status of Lender. To the extent that withholdings apply to any payment to be made to the Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments hereunder or under any other Loan Document shall, to the extent it may lawfully do so, deliver to the Borrower and to the Lender, at the time or times reasonably requested by the Borrower or the Lender and at the time or times prescribed by Applicable Law, such properly completed and executed documentation reasonably requested by the Borrower or the Lender or prescribed by Applicable Law as will permit such payments to be made without withholding (including FATCA withholding, if applicable) or at a reduced rate of withholding. In addition, the Lender, if requested by the Borrower, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the Lender is subject to withholding, backup withholding or information reporting requirements (including, without limitation, FATCA). The Lender shall, from time to time after the initial delivery by the Lender of the documentation described above, at the request of the Borrower or if any form or certification it previously delivered expires or becomes obsolete or inaccurate: (a) deliver to the Borrower renewals, amendments or additional or successor forms, together with any other certificate or statement of exemption required in order to confirm or establish the Lender’s status or that the Lender is entitled to an exemption from or reduction in withholding tax; or (b) notify the Borrower in writing of its inability to deliver any such forms, certificates or other evidence. Solely for the purposes of this paragraph (6), “FATCA” shall include any amendments made to FATCA after the date of this Agreement and any non-U.S. legislation, rules or administrative guidance notes adopted by a Governmental Authority pursuant to an intergovernmental agreement entered into with the United States with respect to FATCA, or that give effect to the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters-the Common Reporting Standard.

Status of Lender. To the extent that withholdings apply to any payment to be made to the (i) Any Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments hereunder or made under any other Loan Document shall, to the extent it may lawfully do so, and shall deliver to the Borrower and to the LenderBorrower, at the time or times reasonably requested by the Borrower or the Lender and at the time or times prescribed by Applicable LawBorrower, such properly completed and executed documentation reasonably requested by the Borrower or the Lender or prescribed by Applicable Law as will permit such payments to be made without withholding (including FATCA withholding, if applicable) or at a reduced rate of withholding. In addition, the any Lender, if reasonably requested by the Borrower, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the such Lender is subject to withholding, backup withholding or information reporting requirements requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (includingother than such documentation set forth in Section 2.15(e)(ii)(A) and (ii)(B) below) shall not be required if in such Lender’s reasonable judgment such completion, without limitation, FATCA)execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. The (ii) Without limiting the generality of the foregoing: (A) any Lender shall, that is a U.S. Person shall deliver to the Borrower on or prior to the date on which the Lender becomes a Lender under this Agreement (and from time to time after thereafter upon the initial delivery by the Lender of the documentation described above, at the reasonable request of the Borrower or if Borrower), two executed copies of IRS Form W-9 certifying that the Lender is exempt from U.S. federal backup withholding; (B) any form or certification it previously delivered expires or becomes obsolete or inaccurate: (a) Foreign Lender shall deliver to the Borrower renewalson or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), amendments or additional or successor forms, together with any other certificate or statement two executed copies of exemption required in order an applicable IRS Form W-8 certifying as to confirm or establish the such Foreign Lender’s status or that the Lender is entitled to an exemption from or reduction in withholding tax; or (b) notify the Borrower in writing of its inability to deliver any such forms, certificates or other evidence. Solely for the purposes of this paragraph (6), “FATCA” shall include any amendments made to FATCA after the date of this Agreement and any non-U.S. legislation, rules or administrative guidance notes adopted by a Governmental Authority pursuant to an intergovernmental agreement entered into with the United States with respect to FATCA, or that give effect to the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters-the Common Reporting Standardstatus.

Status of Lender. To The Lender shall, at such times as are reasonably requested by the extent that withholdings apply Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by law, or reasonably requested by the Borrower or the Administrative Agent, certifying as to any payment to be made to entitlement of the Lender that is entitled to an exemption from from, or reduction of in, any withholding Tax with respect to any payments hereunder or to be made to the Lender under any other Loan Document shallDocument. In addition, to the extent it may lawfully do so, deliver to the Borrower and to the any Lender, at the time or times if reasonably requested by the Borrower or the Lender and at the time or times prescribed by Applicable Law, such properly completed and executed documentation reasonably requested by the Borrower or the Lender or prescribed by Applicable Law as will permit such payments to be made without withholding (including FATCA withholding, if applicable) or at a reduced rate of withholding. In addition, the Lender, if requested by the BorrowerAdministrative Agent, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not the such Lender is subject to withholding, backup withholding or information reporting requirements (including, without limitation, FATCA)requirements. The Lender shall, from whenever a lapse in time to time after the initial delivery by the Lender of the or change in circumstances renders such documentation described aboveexpired, at the request of the Borrower or if any form or certification it previously delivered expires or becomes obsolete or inaccurate: (a) inaccurate in any respect, deliver promptly to the Borrower renewals, amendments and the Administrative Agent updated or additional other appropriate documentation or successor forms, together with any other certificate or statement of exemption required in order to confirm or establish the Lender’s status or that the Lender is entitled to an exemption from or reduction in withholding tax; or (b) promptly notify the Borrower in writing and the Administrative Agent of its inability to deliver any do so. Notwithstanding anything to the contrary in this Section 5.03(d), the completion, execution and submission of such formsdocumentation (other than such documentation set forth in paragraphs (d)(i), certificates or other evidence. Solely for the purposes (d)(ii)(A) through (D) and (d)(ii)(F) of this paragraph (6)Section) shall not be required if in the Lender’s reasonable judgment such completion, “FATCA” shall include execution or submission would subject such Lender to any amendments made to FATCA after material unreimbursed cost or expense or would materially prejudice the date legal or commercial position of this Agreement and any non-U.S. legislation, rules or administrative guidance notes adopted by a Governmental Authority pursuant to an intergovernmental agreement entered into with such Lender. Without limiting the United States with respect to FATCA, or that give effect to generality of the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters-the Common Reporting Standard.foregoing:

Status of Lender. To the extent that withholdings apply to any payment to be made to the (i) Any Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments hereunder or made under any other Loan Document shall, to the extent it may lawfully do so, and shall deliver to the Borrower and to the LenderBorrower, at the time or times reasonably requested by the Borrower or the Lender and at the time or times prescribed by Applicable LawBorrower, such properly completed and executed documentation reasonably requested by the Borrower or the Lender or prescribed by Applicable Law as will permit such payments to be made without withholding (including FATCA withholding, if applicable) or at a reduced rate of withholding. In addition, the any Lender, if reasonably requested by the Borrower, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the such Lender is subject to withholding, backup withholding or information reporting requirements requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (includingother than such documentation set forth in Section 2.15(e)(ii)(A) and (ii)(B) below) shall not be required if in such Lender’s reasonable judgment such completion, without limitation, FATCA)execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. The (ii) Without limiting the generality of the foregoing: (A) any Lender shall, that is a U.S. Person shall deliver to the Borrower on or prior to the date on which the Lender becomes a Lender under this Agreement (and from time to time after thereafter upon the initial delivery by the Lender of the documentation described above, at the reasonable request of the Borrower), two executed copies of IRS Form W-9 certifying that the Lender is exempt from U.S. federal backup withholding; (B) any Foreign Lender shall deliver to the Borrower on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), two executed copies of an applicable IRS Form W-8 certifying as to such Foreign Lender’s non-U.S. status. The Lenders agree that if any form or certification it previously delivered (including any specific documentation required in this Section 2.15(e)) expires or becomes obsolete or inaccurate: (a) inaccurate in any respect, it shall deliver promptly to the Borrower renewals, amendments or additional or successor forms, together with any other certificate or statement of exemption required in order to confirm or establish the Lender’s status or that the Lender is entitled to an exemption from or reduction in withholding tax; or (b) notify the Borrower in writing of its inability to deliver any such forms, certificates updated or other evidence. Solely for the purposes of this paragraph (6), “FATCA” shall include any amendments made to FATCA after the date of this Agreement and any non-U.S. legislation, rules or administrative guidance notes adopted by a Governmental Authority pursuant to an intergovernmental agreement entered into with the United States with respect to FATCA, or that give effect to the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters-the Common Reporting Standard.appropriate

Status of Lender. To the extent that withholdings apply to any payment to be made to (i) If the Lender that is entitled to an exemption from from, or reduction of of, any applicable withholding Tax with respect to any payments hereunder or under any other Loan Document shall, to the extent it may lawfully do so, Lender shall deliver to the Borrower and to the LenderBorrower, at the time or times reasonably requested by the Borrower or the Lender and at the time or times prescribed by Applicable LawBorrower, such properly completed and executed documentation reasonably requested by the Borrower or the Lender or prescribed by Applicable Law as will permit such payments to be made without withholding (including FATCA withholdingwithout, if applicable) or at a reduced rate of of, withholding. In addition, the Lender, if requested by the Borrower, shall deliver such other documentation prescribed by Applicable Law law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the Lender is subject to any withholding (including backup withholding, backup withholding ) or information reporting requirements (includingrequirements. Notwithstanding anything to the contrary in the preceding two sentences, without limitationthe completion, FATCA). The Lender shallexecution and submission of such documentation shall not be required if in the Lender’s judgment such completion, from time to time after the initial delivery by execution or submission would subject the Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the documentation described above, at Lender. Upon the reasonable request of the Borrower or if Borrower, the Lender shall update any form or certification it previously delivered pursuant to this Section 2.12(e). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate: (a) deliver inaccurate in any respect with respect to the Borrower renewalsLender, amendments or additional or successor forms, together with any other certificate or statement of exemption required in order to confirm or establish the Lender’s status or that the Lender is entitled to an exemption from shall promptly (and in any event within ten (10) days after such expiration, obsolescence or reduction in withholding tax; or (binaccuracy) notify the Borrower in writing of its inability such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to deliver any such forms, certificates or other evidence. Solely for the purposes of this paragraph (6), “FATCA” shall include any amendments made to FATCA after the date of this Agreement and any non-U.S. legislation, rules or administrative guidance notes adopted by a Governmental Authority pursuant to an intergovernmental agreement entered into with the United States with respect to FATCA, or that give effect to the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters-the Common Reporting Standarddo so.

Status of Lender. To the extent that withholdings apply to any payment to be made to the (i) Any Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments hereunder or made under any other Loan Document shall, to the extent it may lawfully do so, and shall deliver to the Borrower and to the LenderAdministrative Agent, at the time or times reasonably requested by the Borrower or and the Lender and at the time or times prescribed by Applicable LawAdministrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or and the Lender or prescribed by Applicable Law Administrative Agent as will permit such payments to be made without withholding (including FATCA withholding, if applicable) or at a reduced rate of withholding. In addition, the any Lender, if reasonably requested by the Borrower, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the such Lender is subject to withholding, backup withholding or information reporting requirements requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (includingother than such documentation set forth in Section 2.15(e)(ii)(A) and (ii)(B) below) shall not be required if in such Lender’s reasonable judgment such completion, without limitation, FATCA)execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. The (ii) Without limiting the generality of the foregoing: (A) any Lender shall, that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which the Lender becomes a Lender under this Agreement (and from time to time after thereafter upon the initial delivery by the Lender of the documentation described above, at the reasonable request of the Borrower or the Administrative Agent), two executed copies of IRS Form W-9 certifying that the Lender is exempt from U.S. federal backup withholding; (B) any Foreign Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two executed copies of an applicable IRS Form W-8 certifying as to such Foreign Lender’s non-U.S. status. The Lenders agree that if any form or certification it previously delivered (including any specific documentation required in this Section 2.15(e)) expires or becomes obsolete or inaccurate: (a) inaccurate in any respect, the applicable Lender shall deliver promptly to the Borrower renewals, amendments updated or additional other appropriate documentation (including any new documentation reasonably requested by the Borrower) or successor forms, together with any other certificate or statement of exemption required in order to confirm or establish the Lender’s status or that the Lender is entitled to an exemption from or reduction in withholding tax; or (b) promptly notify the Borrower in writing of its inability legal ineligibility to deliver any such forms, certificates or other evidencedo so. Solely for the purposes of this paragraph (6f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement and any non-U.S. legislation, rules or administrative guidance notes adopted by a Governmental Authority pursuant to an intergovernmental agreement entered into with the United States with respect to FATCA, or that give effect to the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters-the Common Reporting Standard.

Status of Lender. To the extent that withholdings apply to any payment to be made to the (i) Any Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments hereunder or made under any other Loan Document shall, to the extent it may lawfully do so, and shall deliver to the Borrower and to the LenderBorrower, at the time or times reasonably requested by the Borrower or the Lender and at the time or times prescribed by Applicable LawBorrower, such properly completed and executed documentation reasonably requested by the Borrower or the Lender or prescribed by Applicable Law as will permit such payments to be made without withholding (including FATCA withholding, if applicable) or at a reduced rate of withholding. In addition, the any Lender, if reasonably requested by the Borrower, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the such Lender is subject to withholding, backup withholding or information reporting requirements requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (includingother than such documentation set forth in Section 2.15(e)(ii)(A) and (ii)(B) below) shall not be required if in such Lender’s reasonable judgment such completion, without limitation, FATCA)execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. The (ii) Without limiting the generality of the foregoing: (A) any Lender shall, that is a U.S. Person shall deliver to the Borrower on or prior to the date on which the Lender becomes a Lender under this Agreement (and from time to time after thereafter upon the initial delivery by the Lender of the documentation described above, at the reasonable request of the Borrower), two executed copies of IRS Form W-9 certifying that the Lender is exempt from U.S. federal backup withholding; (B) any Foreign Lender shall deliver to the Borrower on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), two executed copies of an applicable IRS Form W-8 certifying as to such Foreign Lender’s non-U.S. status. The Lenders agree that if any form or certification it previously delivered (including any specific documentation required in this Section 2.15(e)) expires or becomes obsolete or inaccurate: (a) inaccurate in any respect, the applicable Lender shall deliver promptly to the Borrower renewals, amendments updated or additional other appropriate documentation (including any new documentation reasonably requested by the Borrower) or successor forms, together with any other certificate or statement of exemption required in order to confirm or establish the Lender’s status or that the Lender is entitled to an exemption from or reduction in withholding tax; or (b) promptly notify the Borrower in writing of its inability legal ineligibility to deliver any such forms, certificates or other evidence. Solely for the purposes of this paragraph (6), “FATCA” shall include any amendments made to FATCA after the date of this Agreement and any non-U.S. legislation, rules or administrative guidance notes adopted by a Governmental Authority pursuant to an intergovernmental agreement entered into with the United States with respect to FATCA, or that give effect to the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters-the Common Reporting Standarddo so.

Status of Lender. To Each Lender shall, at such times as are reasonably requested by the extent that withholdings apply Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by Laws or reasonably requested by the Borrower or the Administrative Agent certifying as to any payment to be made to the entitlement of such Lender that is entitled to an exemption from from, or reduction of any in, withholding Tax with respect to any payments hereunder or to be made to such Lender under any other Loan Document shallDocument. In addition, to the extent it may lawfully do so, deliver to the Borrower and to the any Lender, at the time or times if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and at submission of such documentation (other than such documentation set forth in paragraphs (3)(a), (3)(b)(i) through (3)(b)(iv), and (3)(c) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each such Lender shall, whenever a lapse in time or times prescribed by Applicable Lawchange in circumstances renders any such documentation (including any specific documentation required below in this Section 3.01(3)) obsolete, such properly completed expired or inaccurate in any material respect, deliver promptly to the Borrower and executed the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Lender or prescribed by Applicable Law as will permit such payments to be made without withholding (including FATCA withholding, if applicableAdministrative Agent) or at a reduced rate of withholding. In addition, the Lender, if requested by the Borrower, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the Lender is subject to withholding, backup withholding or information reporting requirements (including, without limitation, FATCA). The Lender shall, from time to time after the initial delivery by the Lender of the documentation described above, at the request of the Borrower or if any form or certification it previously delivered expires or becomes obsolete or inaccurate: (a) deliver to the Borrower renewals, amendments or additional or successor forms, together with any other certificate or statement of exemption required in order to confirm or establish the Lender’s status or that the Lender is entitled to an exemption from or reduction in withholding tax; or (b) promptly notify the Borrower in writing and Administrative Agent of its inability legal ineligibility to deliver any such forms, certificates or other evidencedo so. Solely for Without limiting the purposes of this paragraph (6), “FATCA” shall include any amendments made to FATCA after the date of this Agreement and any non-U.S. legislation, rules or administrative guidance notes adopted by a Governmental Authority pursuant to an intergovernmental agreement entered into with the United States with respect to FATCA, or that give effect to the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters-the Common Reporting Standard.foregoing:

Status of Lender. To the extent that withholdings apply to (a) If any payment to be made to the Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments hereunder or made under any other Loan Document shallCredit Document, it shall deliver to each Obligor and the Administrative Agent, on or prior to the extent it may lawfully do sodate such Lender acquires an interest in a Loan, deliver to the Borrower and to the Lendersubsequently, at the time or times reasonably requested by the Borrower any Obligor or the Lender and at the time or times prescribed by Applicable LawAdministrative Agent, such properly completed and executed documentation reasonably so requested by the Borrower or the Lender or prescribed by Applicable Law as will permit such payments to be made without withholding (including FATCA withholding, if applicable) or at a reduced rate of withholding. In addition, the each Lender, on or prior to the date such Lender acquires an interest in a Loan, and subsequently, if reasonably requested by any Obligor or the BorrowerAdministrative Agent, shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably so requested by such Obligor or the Borrower Administrative Agent as will enable such Obligor or the Borrower Administrative Agent to determine whether or not the such Lender is subject to withholding, backup withholding or information reporting requirements requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in clauses (b)(i), (b)(ii) and (b)(iv) below) shall not be required if in such Xxxxxx’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Lender. If an Obligor becomes obligated to pay any Indemnified Taxes pursuant to this Agreement, each Lender and the Administrative Agent hereby agree to cooperate with such Obligor, at the cost and expense of such Obligor, to avoid the imposition of such Tax, including, without limitation, FATCA)by designating a different lending office for the Loans of such Lender incurring such Tax or otherwise restructuring the transactions contemplated by this Agreement; provided that, such designation or restructuring will not, in the reasonable opinion of such Lender or the Administrative Agent, be disadvantageous to such Person. The Each Lender shall, from time hereby agrees to time after reimburse each Obligor or the initial delivery by Administrative Agent for any withholding Taxes collected which such Obligor or the Administrative Agent fails to withhold on payments to such Lender as a direct result of the documentation described above, at the request invalidity of the Borrower or if any form or certification it previously delivered expires certificate required to be provided by such Lender by this Section 13.5 or becomes obsolete or inaccurate: (a) deliver to the Borrower renewals, amendments or additional or successor forms, together with any other certificate or statement of exemption required in order to confirm or establish the Lender’s status or that the Lender is entitled to an exemption from or reduction in withholding tax; or (b) notify the Borrower in writing of its inability to deliver any such forms, certificates or other evidence. Solely for the purposes of this paragraph (6), “FATCA” shall include any amendments made to FATCA after the date of this Agreement and any non-U.S. legislation, rules or administrative guidance notes adopted by a Governmental Authority pursuant to an intergovernmental agreement entered into with the United States with respect to FATCA, or that give effect to the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters-the Common Reporting StandardSection 13.6 hereof.

Status of Lender. To the extent that withholdings apply to any payment to be made to If the Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments hereunder or made under any other Loan Document shallDocument, to the extent it may lawfully do so, Lender shall deliver to the Borrower and to the LenderBorrower, at the time or times reasonably requested by the Borrower or the Lender and at the time or times prescribed by Applicable LawBorrower, such properly completed and executed documentation reasonably requested by the Borrower or the Lender or prescribed by Applicable Law as will permit such payments to be made without withholding (including FATCA withholding, if applicable) or at a reduced rate of withholding. In addition, the Lender, if reasonably requested by the Borrower, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the such Lender is subject to withholding, backup withholding or information reporting requirements requirements. Without limiting the generality of the foregoing, the Lender shall deliver to the Borrower on or about the date on which such Lender becomes a Lender under this Credit Agreement (including, without limitation, FATCA). The Lender shall, and from time to time after thereafter upon the initial delivery by reasonable request of the Borrower), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. If a payment made to the Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if the 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 documentation described aboveCode, as applicable), the Lender shall deliver to the Borrower, to the extent it is legally able to do so, at the request time or times prescribed by law and at such time or times reasonably requested by the Borrower, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Borrower or if any form or certification it previously delivered expires or becomes obsolete or inaccurate: (aCode) deliver to and such additional documentation reasonably requested by the Borrower renewalsas may be necessary for the Borrower to comply with its obligations under FATCA, amendments or additional or successor forms, together with any other certificate or statement of exemption required in order to confirm or establish the Lender’s status or determine that the Lender is entitled has complied with its obligations under FATCA or to an exemption determine the amount to deduct and withhold from or reduction in withholding tax; or (b) notify the Borrower in writing of its inability to deliver any such forms, certificates or other evidencepayment. Solely for the For purposes of this paragraph (6)Section 4.8, “FATCA” FATCA shall include any amendments made to FATCA after the date of this Agreement and any non-U.S. legislation, rules or administrative guidance notes adopted by a Governmental Authority pursuant to an intergovernmental agreement entered into with the United States with respect to FATCA, or that give effect to the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters-the Common Reporting StandardCredit Agreement.

Status of Lender. To the extent that withholdings apply to any payment to be made to the (i) Any Lender that is entitled to an exemption from or reduction of any withholding Tax tax with respect to any payments hereunder or made under any other Loan Document shall, to the extent it may lawfully do so, shall deliver to Borrower, (A) prior to becoming a party to this agreement or obtaining any interest in the Borrower and to the LenderLoan, (B) at the time or times reasonably requested by the Borrower Borrower, and (C) if any form or the Lender and at the time certification previously delivered expires or times prescribed by Applicable Lawbecomes obsolete or inaccurate in any respect, such properly completed and executed documentation reasonably requested by the Borrower or the Lender or prescribed by Applicable Law as will permit such payments to be made without withholding (including FATCA withholding, if applicable) or at a reduced rate of withholding. In addition, the Lender, if reasonably requested by the Borrower, any Lender shall deliver such other documentation prescribed by Applicable Law applicable Legal Requirements (or reasonably requested by the Borrower Borrower) as will enable the Borrower to determine whether or not the such Lender is subject to withholding, backup withholding or information reporting requirements requirements. (includingii) Without limiting the generality of the foregoing, without limitationin the event that Borrower is a U.S. Person, FATCA). The (A) any Lender shall, that is a U.S. Person shall deliver to Borrower and on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time after thereafter upon the initial delivery by the Lender of the documentation described above, at the reasonable request of the Borrower or if any form or certification it previously delivered expires or becomes obsolete or inaccurate: (a) deliver to the Borrower renewalsBorrower), amendments or additional or successor forms, together with any other certificate or statement executed copies of exemption required in order to confirm or establish the Lender’s status or IRS Form W-9 certifying that the such Lender is entitled to an exemption exempt from or reduction in U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be reasonably requested by Borrower) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (b) notify and from time to time thereafter upon the Borrower in writing reasonable request of its inability to deliver any such forms, certificates or other evidence. Solely for the purposes of this paragraph (6Borrower), “FATCA” shall include any amendments made whichever of the following is applicable: 1. in the case of a Foreign Lender claiming the benefits of an income tax treaty to FATCA after the date of this Agreement and any non-U.S. legislation, rules or administrative guidance notes adopted by a Governmental Authority pursuant to an intergovernmental agreement entered into with which the United States is a party (x) with respect to FATCApayments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or that give effect reduction of, U.S. federal withholding Tax pursuant to the OECD Standard “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 2. executed copies of IRS Form W-8ECI; 3. in the case of a Foreign Lender claiming the benefits of the exemption for Automatic Exchange portfolio interest under Section 881(c) of Financial Account Information the Code, (x) a certificate substantially in the form of Exhibit K-1 attached hereto to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax MattersCompliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-the Common Reporting Standard.E; or

Status of Lender. To the extent that withholdings apply to If at any payment to be made to the time Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments hereunder or made under any other Loan Document shallDocument, to the extent it may lawfully do so, Lender shall deliver to the Borrower and to the LenderBorrower, at the time or times reasonably requested by the Borrower or the Lender and at the time or times prescribed by Applicable LawBorrower, such properly completed and executed documentation reasonably requested by the Borrower or the Lender or prescribed by Applicable Law as will permit such payments to be made without withholding (including FATCA withholding, if applicable) or at a reduced rate of withholding. In addition, the Lender, if reasonably requested by the Borrower, Lender shall deliver such other documentation prescribed by Applicable Law applicable law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the Lender is subject to withholding, backup withholding or information reporting requirements requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (includingother than such documentation set forth in clauses (1) and (2) below) shall not be required if in Lender's reasonable judgment such completion, without limitationexecution or submission would subject Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Lender. Without limiting the generality of the foregoing, FATCA). The in the event that Borrower is a U.S. Person, (1) Lender shallshall deliver to Borrower, from time to time upon the reasonable request of Borrower, executed originals of IRS Form W-9 certifying that Lender is exempt from U.S. Federal backup withholding tax; and (2) if a payment made to Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if 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), Lender shall deliver to Borrower at the time or times prescribed by law and at such time or times reasonably requested by Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower as may be necessary for Borrower to comply with its obligations under FATCA and to determine that Lender has complied with Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of clause (2) above, "FATCA" shall include any amendments made to FATCA after the initial delivery by the date of this Agreement. Lender of the documentation described above, at the request of the Borrower or agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate: (a) deliver to the Borrower renewalsinaccurate in any respect, amendments it shall update such form or additional certification or successor forms, together with any other certificate or statement of exemption required in order to confirm or establish the Lender’s status or that the Lender is entitled to an exemption from or reduction in withholding tax; or (b) promptly notify the Borrower in writing of its legal inability to deliver any such forms, certificates or other evidence. Solely for the purposes of this paragraph (6), “FATCA” shall include any amendments made to FATCA after the date of this Agreement and any non-U.S. legislation, rules or administrative guidance notes adopted by a Governmental Authority pursuant to an intergovernmental agreement entered into with the United States with respect to FATCA, or that give effect to the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters-the Common Reporting Standarddo so.