Common use of Withholding Documentation Clause in Contracts

Withholding Documentation. Each Lender that is organized under the Applicable Laws of a jurisdiction other than the United States and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) (each such Lender a “Foreign Lender”) shall execute and deliver to each of Borrowers and Administrative Agent (as Borrowers or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under this Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, or W-8IMY (with applicable attachment), as applicable, and other applicable forms, certificates or documents prescribed by the United States Internal Revenue Service or reasonably requested by Borrowers or Administrative Agent certifying as to such ▇▇▇▇▇▇’s entitlement to an exemption from, or reduction of, withholding or deduction of U.S. federal withholding Taxes. In the case of such a Foreign Lender (A) claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Fundamental Document, such United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8BEN-E shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Fundamental Document, such form shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty, and (B) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) such Foreign Lender hereby is deemed to represent that it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower (or its owners) within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower (or its owners) as described in Section 881(c)(3)(C) of the Code (to the extent a Foreign Lender is not the beneficial owner and an United States Internal Revenue Service Form W-8IMY accompanied by other Forms W-8 is delivered by such Foreign Lender, the foregoing clauses shall be true and accurate for each applicable beneficial owner). Each Lender that is a U.S. Person on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to each of Borrowers and Administrative Agent (as Borrowers or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under the Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Form W-9. In addition, if a payment made to a Lender under any Fundamental 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 Borrowers and Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by Borrowers or Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrowers or Administrative Agent as may be necessary for Borrowers and Administrative Agent to comply with their obligations under FATCA and to determine that such ▇▇▇▇▇▇ has complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification.

Withholding Documentation. Each Lender that is organized under the Applicable Laws of a jurisdiction other than the United States and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 12.6(a) after the Closing Date (unless such Lender ▇▇▇▇▇▇ was already a Lender hereunder immediately prior to such assignment) (each such Lender a “Foreign Lender”) shall execute and deliver to each of Borrowers Borrower and Administrative Agent (as Borrowers Borrower or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under this Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, or W-8IMY (with applicable attachment), as applicable, and other applicable forms, certificates or documents prescribed by the United States Internal Revenue Service or reasonably requested by Borrowers or Administrative Agent certifying as to such ▇▇▇▇▇▇Lender’s entitlement to an exemption from, or reduction of, withholding or deduction of U.S. federal withholding Taxes. In the case of such a Foreign Lender (A) claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Fundamental Document, such United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8BEN-E shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Fundamental Document, such form shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty, and (B) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) such Foreign Lender hereby is deemed to represent that it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower (or its owners) within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower (or its owners) as described in Section 881(c)(3)(C) of the Code (to the extent a Foreign Lender is not the beneficial owner and an United States Internal Revenue Service Form W-8IMY accompanied by other Forms W-8 is delivered by such Foreign Lender, the foregoing clauses shall be true and accurate for each applicable beneficial owner). Each Lender that is a U.S. Person on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 12.6(a) after the Closing Date (unless such Lender ▇▇▇▇▇▇ was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to each of Borrowers Borrower and Administrative Agent (as Borrowers Borrower or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under the Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Form W-9. In addition, if a payment made to a Lender under any Fundamental 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 CodeIRC, as applicable), such Lender shall deliver to Borrowers Borrower and Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by Borrowers Borrower or Administrative Agent such documentation prescribed by Applicable applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the CodeIRC) and such additional documentation reasonably requested by Borrowers Borrower or Administrative Agent as may be necessary for Borrowers Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such ▇▇▇▇▇▇ Lender has complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certificationcertification or promptly notify Borrower and Agent in writing of its legal inability to do so.

Withholding Documentation. Each Lender that is organized under the Applicable Laws of a jurisdiction other than the United States and is a party hereto on the Phase 2 Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 after the Phase 2 Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) (each such Lender a “Foreign Lender”) shall execute and deliver to each of the Borrowers and Administrative Agent (as Borrowers or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under this Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, or W-8IMY (with applicable attachment), as applicable, and other applicable forms, certificates or documents prescribed by the United States Internal Revenue Service or reasonably requested by Borrowers or Administrative Agent certifying as to such ▇▇▇▇▇▇Lender’s entitlement to an exemption from, or reduction of, withholding or deduction of U.S. federal withholding Taxes. In the case of such a Foreign Lender (A) claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Fundamental Document, such United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8BEN-E shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Fundamental Document, such form shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty, and (B) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) such Foreign Lender hereby is deemed to represent that it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower (or its owners) within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower (or its owners) as described in Section 881(c)(3)(C) of the Code (to the extent a Foreign Lender is not the beneficial owner and an United States Internal Revenue Service Form W-8IMY accompanied by other Forms W-8 is delivered by such Foreign Lender, the foregoing clauses shall be true and accurate for each applicable beneficial owner). Each Lender that is a U.S. Person on the Phase 2 Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 after the Phase 2 Closing Date (unless such Lender ▇▇▇▇▇▇ was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to each of Borrowers and Administrative Agent (as Borrowers or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under the Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Form W-9. In addition, if a payment made to a Lender under any Fundamental 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 Borrowers and Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by Borrowers or Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrowers or Administrative Agent as may be necessary for Borrowers and Administrative Agent to comply with their obligations under FATCA and to determine that such ▇▇▇▇▇▇ has complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certificationcertification if it is legally eligible to do so.

Withholding Documentation. Each Lender that is organized under the Applicable Laws of a jurisdiction other than the United States and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 12.6(a) after the Closing Date (unless such Lender ▇▇▇▇▇▇ was already a Lender hereunder immediately prior to such assignment) (each such Lender a “Foreign Lender”) shall execute and deliver to each of Borrowers Borrower and Administrative Agent (as Borrowers Borrower or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under this Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, or W-8IMY (with applicable attachment), as applicable, and other applicable forms, certificates or documents prescribed by the United States Internal Revenue Service or reasonably requested by Borrowers or Administrative Agent certifying as to such ▇▇▇▇▇▇Lender’s entitlement to an exemption from, or reduction of, withholding or deduction of U.S. federal withholding Taxes. In the case of such a Foreign Lender (A) claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Fundamental Document, such United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8BEN-E shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Fundamental Document, such form shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty, and (B) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) such Foreign Lender hereby is deemed to represent that it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower (or its owners) within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower (or its owners) as described in Section 881(c)(3)(C) of the Code (to the extent a Foreign Lender is not the beneficial owner and an United States Internal Revenue Service Form W-8IMY accompanied by other Forms W-8 is delivered by such Foreign Lender, the foregoing clauses shall be true and accurate for each applicable beneficial owner). Each Lender that is a U.S. Person on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 12.6(a) after the Closing Date (unless such Lender was 53/Mammoth – Credit Agreement already a Lender hereunder immediately prior to such assignment) shall execute and deliver to each of Borrowers Borrower and Administrative Agent (as Borrowers Borrower or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under the Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Form W-9. In addition, if a payment made to a Lender under any Fundamental 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 CodeIRC, as applicable), such Lender shall deliver to Borrowers Borrower and Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by Borrowers Borrower or Administrative Agent such documentation prescribed by Applicable applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the CodeIRC) and such additional documentation reasonably requested by Borrowers Borrower or Administrative Agent as may be necessary for Borrowers Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such ▇▇▇▇▇▇ Lender has complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certificationcertification or promptly notify Borrower and Agent in writing of its legal inability to do so.

Withholding Documentation. Each Any Foreign Lender that is organized under the Applicable Laws of a jurisdiction other than the United States and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) (each such Lender a “Foreign Lender”) shall execute and deliver to each of Borrowers and Administrative Agent (as Borrowers or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under this Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, or W-8IMY (with applicable attachment), as applicable, and other applicable forms, certificates or documents prescribed by the United States Internal Revenue Service or reasonably requested by Borrowers or Administrative Agent certifying as to such ▇▇▇▇▇▇’s entitlement entitled to an exemption fromfrom or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or reduction of, withholding or deduction of U.S. federal withholding Taxes. In the case of such a Foreign Lender (A) claiming the benefits of an income tax any treaty to which the United States such jurisdiction is a party (x) party, with respect to payments of interest under this Agreement or any Fundamental Document, such United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8BEN-E Loan Document shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Fundamental Document, such form shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty, and (B) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) such Foreign Lender hereby is deemed to represent that it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower (or its owners) within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related deliver to the Borrower (or its owners) as described in Section 881(c)(3)(C) of the Code (with a copy to the extent a Foreign Lender is not the beneficial owner and an United States Internal Revenue Service Form W-8IMY accompanied by other Forms W-8 is delivered by such Foreign Lender, the foregoing clauses shall be true and accurate for each applicable beneficial owner). Each Lender that is a U.S. Person on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to each of Borrowers and Administrative Agent (as Borrowers or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under the Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Form W-9. In addition, if a payment made to a Lender under any Fundamental 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 applicableAgent), such Lender shall deliver to Borrowers and Administrative Agent at the time or times prescribed by Applicable Law applicable law, such properly completed and at such time executed documentation prescribed by applicable law or times reasonably requested by Borrowers the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent Agent, shall deliver such properly completed and executed documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation applicable law or reasonably requested by Borrowers the Borrower or the Administrative Agent as may be necessary for Borrowers and will enable the Borrower or the Administrative Agent to comply with their obligations determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(e)(i), (e)(ii) and (e)(iii) 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 Lender shall promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any such claimed exemption or reduction. Without limiting the generality of the foregoing, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under FATCA this Agreement (and from time to determine that time thereafter upon the request of the Borrower or the Administrative Agent, but only if such ▇▇▇▇▇▇ has complied Foreign Lender is legally entitled to do so), whichever of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN; (ii) duly completed copies of Internal Revenue Service Form W-8ECI; or (iii) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such ▇▇▇▇▇▇’s obligations under FATCA or supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the amount withholding or deduction required to deduct and withhold from such payment. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certificationbe made.

Withholding Documentation. Each Any Lender that is organized entitled to an exemption from or reduction of withholding tax under the Applicable Laws law of a the jurisdiction other than in which the United States and Borrower is located, or any treaty to which such jurisdiction is a party hereto on party, with respect to payments under this Agreement or any Loan Document shall deliver to the Closing Date Borrower (with a copy to the Administrative Agent), at the time or purports times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to become an assignee be made without withholding or at a reduced rate of an interest pursuant withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such properly completed and executed 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 Section 10.3 after the Closing Date (unless determine whether or not such Lender was already a is subject to backup withholding or information reporting requirements. Each Lender hereunder immediately prior to shall promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any such assignment) (each such Lender a “Foreign Lender”) shall execute and deliver to each of Borrowers claimed exemption or reduction, or notify the Borrower and Administrative Agent in writing of its legal inability to do so. Without limiting the generality of the foregoing, (as Borrowers or i) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent may reasonably request) on or before prior to the date on which such Lender becomes a Lender under this Credit Agreement one (and from time to time thereafter upon the reasonable request of the Borrower or more properly and accurately completed United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, or W-8IMY (with applicable attachmentthe Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (ii) any Foreign Lender, to the extent it is legally entitled to do so, shall deliver to the Borrower and the Administrative Agent (in such number of copies as applicable, and other applicable forms, certificates or documents prescribed shall be requested by the United States Internal Revenue Service recipient) on or reasonably requested by Borrowers or Administrative Agent certifying as prior to the date on which such ▇▇▇▇▇▇’s entitlement to an exemption from, or reduction of, withholding or deduction of U.S. federal withholding Taxes. In the case of such a Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), whichever of the following is applicable: (A) claiming the benefits duly completed originals of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Fundamental Document, such United States Internal Revenue Service Form W-8BEN W 8BEN or United States Form W-8BEN-E; (B) duly completed originals of Internal Revenue Service Form W-8BEN-E shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to W 8ECI; (C) in the “interest” article case of such tax treaty and (y) with respect to any other applicable payments under any Fundamental Document, such form shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty, and (B) a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) such Foreign Lender hereby is deemed shall deliver to represent Borrower and the Administrative Agent a certificate to the effect that it such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 10-percent shareholder” of the Borrower (or its owners) within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower (or its owners) as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”); (D) to the extent a Foreign Lender is not the beneficial owner and an United States owner, executed originals of Internal Revenue Service Form W-8IMY W-8IMY, accompanied by other Forms W-8 is delivered by such Foreign LenderInternal Revenue Service Form W-8ECI, the foregoing clauses shall be true and accurate for each applicable beneficial owner). Each Lender that is Internal Revenue Service Form W-8BEN or Form W-8BEN-E, a U.S. Person on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to each of Borrowers and Administrative Agent (as Borrowers or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under the Credit Agreement one or more properly and accurately completed United States Tax Compliance Certificate, Internal Revenue Service Form W-9. In addition, if a payment made to a Lender under any Fundamental 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 Codeand/or other certification documents from each beneficial owner, as applicable), such Lender shall deliver to Borrowers and Administrative Agent at the time or times ; and/or (E) any other form prescribed by Applicable Law and at applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such time or times reasonably requested supplementary documentation as may be prescribed by Borrowers applicable law to permit the Borrower or Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrowers or Administrative Agent as may be necessary for Borrowers and Administrative Agent to comply with their obligations under FATCA and to determine that such ▇▇▇▇▇▇ has complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount withholding or deduction required to deduct be made (however, the completion, execution and withhold from submission of documentation pursuant to this Section 5.03(e) shall not be required if in the Lender’s reasonable judgment such payment. Each completion, execution or submission would subject such Lender agrees that if to any form material unreimbursed cost or certification it previously delivered expires expense or becomes obsolete would materially prejudice the legal or inaccurate in any respect, it shall update commercial position of such form or certificationLender).

Withholding Documentation. Each Lender that is organized under the Applicable Laws of a jurisdiction other than the United States and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 12.6(a) after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) (each such Lender a “Foreign Lender”) shall execute and deliver to each of Borrowers Borrower and Administrative Agent (as Borrowers Borrower or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under this Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, or W-8IMY (with applicable attachment), as applicable, and other applicable forms, certificates or documents prescribed by the United States Internal Revenue Service or reasonably requested by Borrowers or Administrative Agent certifying as to such ▇▇▇▇▇▇Lender’s entitlement to an exemption from, or reduction of, withholding or deduction of U.S. federal withholding Taxes. In the case of such a Foreign Lender (A) claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Fundamental Document, such United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8BEN-E shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Fundamental Document, such form shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty, and (B) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) such Foreign Lender hereby is deemed to represent that it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower (or its owners) within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower (or its owners) as described in Section 881(c)(3)(C) of the Code (to the extent a Foreign Lender is not the beneficial owner and an United States Internal Revenue Service Form W-8IMY accompanied by other Forms W-8 is delivered by such Foreign Lender, the foregoing clauses shall be true and accurate for each applicable beneficial owner). Each Lender that is a U.S. Person on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 12.6(a) after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to each of Borrowers Borrower and Administrative Agent (as Borrowers Borrower or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under the Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Form W-9. In addition, if a payment made to a Lender under any Fundamental 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 CodeIRC, as applicable), such Lender shall deliver to Borrowers Borrower and Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by Borrowers Borrower or Administrative Agent such documentation prescribed by Applicable applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the CodeIRC) and such additional documentation reasonably requested by Borrowers Borrower or Administrative Agent as may be necessary for Borrowers Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such ▇▇▇▇▇▇ Lender has complied with such ▇▇▇▇▇▇Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certificationcertification or promptly notify Borrower and Agent in writing of its legal inability to do so.

Withholding Documentation. Each Lender that is organized under the Applicable Laws of a jurisdiction other than the United States and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 12.6(a) after the Closing Date (unless such Lender ▇▇▇▇▇▇ was already a Lender hereunder immediately prior to such assignment) (each such Lender a “Foreign Lender”") shall execute and deliver to each of Borrowers Borrower and Administrative Agent (as Borrowers Borrower or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under this Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, or W-8IMY (with applicable attachment), as applicable, and other applicable forms, certificates or documents prescribed by the United States Internal Revenue Service or reasonably requested by Borrowers or Administrative Agent certifying as to such ▇▇▇▇▇▇Lender’s entitlement to an exemption from, or reduction of, withholding or deduction of U.S. federal withholding Taxes. In the case of such a Foreign Lender (A) claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Fundamental Document, such United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8BEN-E shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Fundamental Document, such form shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty, and (B) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) such Foreign Lender hereby is deemed to represent that it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower (or its owners) within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower (or its owners) as described in Section 881(c)(3)(C) of the Code (to the extent a Foreign Lender is not the beneficial owner and an United States Internal Revenue Service Form W-8IMY accompanied by other Forms W-8 is delivered by such Foreign Lender, the foregoing clauses shall be true and accurate for each applicable beneficial owner). Each Lender that is a U.S. Person on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 12.6(a) after the Closing Date (unless such Lender ▇▇▇▇▇▇ was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to each of Borrowers Borrower and Administrative Agent (as Borrowers Borrower or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under the Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Form W-9. In addition, if a payment made to a Lender under any Fundamental 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 CodeIRC, as applicable), such Lender shall deliver to Borrowers Borrower and Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by Borrowers Borrower or Administrative Agent such documentation prescribed by Applicable applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the CodeIRC) and such additional documentation reasonably requested by Borrowers Borrower or Administrative Agent as may be necessary for Borrowers Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such ▇▇▇▇▇▇ Lender has complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certificationcertification or promptly notify Borrower and Agent in writing of its legal inability to do so.

Withholding Documentation. Each Any Lender that is organized entitled to an exemption from or reduction of withholding tax under the Applicable Laws law of a the jurisdiction other than in which the United States and Borrower is located, or any treaty to which such jurisdiction is a party hereto on party, with respect to payments under this Agreement or any Loan Document shall deliver to the Closing Date Borrower (with a copy to the Administrative Agent), at the time or purports times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to become an assignee be made without withholding or at a reduced rate of an interest pursuant withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such properly completed and executed 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 Section 10.3 after the Closing Date (unless determine whether or not such Lender was already a is subject to backup withholding or information reporting requirements. Each Lender hereunder immediately prior to shall promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any such assignment) (each such Lender a “Foreign Lender”) shall execute and deliver to each of Borrowers claimed exemption or reduction, or notify the Borrower and Administrative Agent in writing of its legal inability to do so. Without limiting the generality of the foregoing, (as Borrowers or i) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent may reasonably request) on or before prior to the date on which such Lender becomes a Lender under this Credit Agreement one (and from time to time thereafter upon the reasonable request of the Borrower or more properly and accurately completed United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, or W-8IMY (with applicable attachmentthe Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (ii) any Foreign Lender, to the extent it is legally entitled to do so, shall deliver to the Borrower and the Administrative Agent (in such number of copies as applicable, and other applicable forms, certificates or documents prescribed shall be requested by the United States Internal Revenue Service recipient) on or reasonably requested by Borrowers or Administrative Agent certifying as prior to the date on which such ▇▇▇▇▇▇’s entitlement to an exemption from, or reduction of, withholding or deduction of U.S. federal withholding Taxes. In the case of such a Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, whichever of the following is applicable: (A) claiming the benefits duly completed originals of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Fundamental Document, such United States Internal Revenue Service Form W-8BEN W 8BEN or United States Internal Revenue Service Form W-8BEN-E shall establish an exemption fromE, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Fundamental Document, such form shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty, and as applicable; (B) duly completed originals of Internal Revenue Service Form W 8ECI; (C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) such Foreign Lender hereby is deemed shall deliver to represent Borrower and the Administrative Agent a certificate to the effect that it such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 10-percent shareholder” of the Borrower (or its owners) within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower (or its owners) as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”); (D) to the extent a Foreign Lender is not the beneficial owner and an United States owner, executed originals of Internal Revenue Service Form W-8IMY W-8IMY, accompanied by other Forms W-8 is delivered by such Foreign LenderInternal Revenue Service Form W-8ECI, the foregoing clauses shall be true and accurate for each applicable beneficial owner). Each Lender that is Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E, a U.S. Person on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to each of Borrowers and Administrative Agent (as Borrowers or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under the Credit Agreement one or more properly and accurately completed United States Tax Compliance Certificate, Internal Revenue Service Form W-9. In addition, if a payment made to a Lender under any Fundamental 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 Codeand/or other certification documents from each beneficial owner, as applicable), such Lender shall deliver to Borrowers and Administrative Agent at the time or times ; and/or (E) any other form prescribed by Applicable Law and at applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such time or times reasonably requested supplementary documentation as may be prescribed by Borrowers applicable law to permit the Borrower or Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrowers or Administrative Agent as may be necessary for Borrowers and Administrative Agent to comply with their obligations under FATCA and to determine that such ▇▇▇▇▇▇ has complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount withholding or deduction required to deduct be made(however, the completion, execution and withhold from submission of documentation pursuant to this Section 5.03(e) shall not be required if in the Lender’s reasonable judgment such payment. Each completion, execution or submission would subject such Lender agrees that if to any form material unreimbursed cost or certification it previously delivered expires expense or becomes obsolete would materially prejudice the legal or inaccurate in any respect, it shall update commercial position of such form or certificationLender).

Withholding Documentation. Each Lender that is organized under the Applicable Laws laws of a jurisdiction other than the United States and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 9.7 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) (each such Lender a “Foreign Lender”) shall execute and deliver to each of Borrowers Borrower and Administrative Agent (as Borrowers Borrower or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under this Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, or W-8IMY (with applicable attachment), as applicable, and other applicable forms, certificates or documents prescribed by the United States Internal Revenue Service or reasonably requested by Borrowers Borrower or Administrative Agent certifying as to such ▇▇▇▇▇▇Lender’s entitlement to an exemption from, or reduction of, withholding or deduction of U.S. federal withholding Taxes. In the case of such a Foreign Lender (A) claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Fundamental Document, such United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8BEN-E shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Fundamental Document, such form shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty, and (B) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) such Foreign Lender hereby is deemed to represent that it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower (or its owners) within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower (or its owners) as described in Section 881(c)(3)(C) of the Code (to the extent a Foreign Lender is not the beneficial owner and an United States Internal Revenue Service Form W-8IMY accompanied by other Forms W-8 is delivered by such Foreign Lender, the foregoing clauses shall be true and accurate for each applicable beneficial owner). Each Lender that is a U.S. Person on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 9.7 after the Closing Date (unless such Lender ▇▇▇▇▇▇ was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to each of Borrowers Borrower and Administrative Agent (as Borrowers Borrower or Administrative Agent may reasonably request) one or more United States Internal Revenue Service Forms W-9 establishing an exemption from backup withholding. Each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or before prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the Credit Agreement one reasonable request of the Borrower or more properly and accurately completed United States Internal Revenue Service Form W-9the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. In addition, if a payment made to a Lender under any Fundamental 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 Borrowers Borrower and Administrative Agent at the time or times prescribed by Applicable Law law and at such time or times reasonably requested by Borrowers Borrower or Administrative Agent such documentation prescribed by Applicable Law applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrowers Borrower or Administrative Agent as may be necessary for Borrowers Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such ▇▇▇▇▇▇ has complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. On or before the date on which Fifth Third Bank, National Association (and any successor or replacement Administrative Agent) becomes Administrative Agent hereunder, it shall deliver to Borrower two executed originals of United States Internal Revenue Service Form W-9 establishing an exemption from backup withholding. Each Lender and Administrative Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certificationcertification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so.

Withholding Documentation. Each Lender that is organized under the Applicable Laws of a jurisdiction other than the United States and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 12.6(a) after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) (each such Lender a “Foreign Lender”) shall execute and deliver to each of Borrowers and Administrative Agent (as Borrowers or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under this Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, or W-8IMY (with applicable attachment), as applicable, and other applicable forms, certificates or documents prescribed by the United States Internal Revenue Service or reasonably requested by Borrowers or Administrative Agent certifying as to such ▇▇▇▇▇▇Lender’s entitlement to an exemption from, or reduction of, withholding or deduction of U.S. federal withholding Taxes. In the case of such a Foreign Lender (A) claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Fundamental Document, such United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8BEN-E shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Fundamental Document, such form shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty, and (B) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) such Foreign Lender hereby is deemed to represent that it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower (or its owners) within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower (or its owners) as described in Section 881(c)(3)(C) of the Code (to the extent a Foreign Lender is not the beneficial owner and an United States Internal Revenue Service Form W-8IMY accompanied by other Forms W-8 is delivered by such Foreign Lender, the foregoing clauses shall be true and accurate for each applicable beneficial owner). Each Lender that is a U.S. Person on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 12.6(a) after the Closing Date (unless such Lender ▇▇▇▇▇▇ was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to each of Borrowers and Administrative Agent (as Borrowers or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under the Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Form W-9. In addition, if a payment made to a Lender under any Fundamental 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 CodeIRC, as applicable), such Lender shall deliver to Borrowers and Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by Borrowers or Administrative Agent such documentation prescribed by Applicable applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the CodeIRC) and such additional documentation reasonably requested by Borrowers or Administrative Agent as may be necessary for Borrowers and Administrative Agent to comply with their obligations under FATCA and to determine that such ▇▇▇▇▇▇ Lender has complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certificationcertification or promptly notify Borrowers and Agent in writing of its legal inability to do so.

Withholding Documentation. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Lender agrees that if any form, certification or other documentation it previously delivered under this Section 2.9(c) expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Agent in writing of its legal inability to do so. Without limiting the generality of the foregoing: (i) Each Lender that is organized under the Applicable Laws of a jurisdiction other than the United States and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) (each such Lender a “Foreign Lender”) shall shall, 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 Agent), execute and deliver to each of Borrowers the Borrower and Administrative the Agent (as Borrowers the Borrower or Administrative the Agent may reasonably request) on or before the date on which such Lender becomes a Lender under this Credit Agreement one or more properly and accurately completed United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, or W-8IMY (with applicable attachment), as applicable, and other applicable forms, certificates or documents prescribed by the United States Internal Revenue Service or reasonably requested by Borrowers the Borrower or Administrative the Agent certifying as to such ▇▇▇▇▇▇Lender’s entitlement to an exemption from, or reduction of, withholding or deduction of U.S. federal withholding Taxes. In the case of such a Foreign Lender . (Aii) claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Fundamental Document, such United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8BEN-E shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Fundamental Document, such form shall establish an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty, and (B) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) such Foreign Lender hereby is deemed to represent that it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower (or its owners) within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower (or its owners) as described in Section 881(c)(3)(C) of the Code (to the extent a Foreign Lender is not the beneficial owner and an United States Internal Revenue Service Form W-8IMY accompanied by other Forms W-8 is delivered by such Foreign Lender, the foregoing clauses shall be true and accurate for each applicable beneficial owner). Each Lender that is a U.S. Person shall, on the Closing Date or purports to become an assignee of an interest pursuant to Section 10.3 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall execute and deliver to each of Borrowers and Administrative Agent (as Borrowers or Administrative Agent may reasonably request) on or before the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the Credit Agreement reasonable request of the Borrower or the Agent), execute and deliver to each of the Borrower and the Agent (as the Borrower or the Agent may reasonably request) one or more properly and accurately completed United States Internal Revenue Service Form W-9. W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. (iii) In addition, if a payment made to a Lender under any Fundamental 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 CodeIRC, as applicable), such Lender shall deliver to Borrowers the Borrower and Administrative the Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by Borrowers the Borrower or Administrative the Agent such documentation prescribed by Applicable applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the CodeIRC) and such additional documentation reasonably requested by Borrowers the Borrower or Administrative the Agent as may be necessary for Borrowers the Borrower and Administrative the Agent to comply with their obligations under FATCA and to determine that such ▇L▇▇▇▇▇ has complied with such ▇L▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification.