Common use of Tax Certificates Clause in Contracts

Tax Certificates. Each Lender that is organized under the laws of any jurisdiction other than the United States shall deliver to the Administrative Agent for transmission to the Borrower, on or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Lender (including Internal Revenue Service Form 1001, Form 4224, Form W-8 or Form W-9, or any successor form, or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Lender under Section 2.10(b)(iii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have satisfied such requirements on the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Foreign Lender listed on the signature pages hereof that is organized under has not done so on or before the laws of any jurisdiction other than the United States First Restatement Date shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the First Restatement Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender (including i) two accurate and complete original signed Cleco Corporation First Amended and Restated Credit Agreement copies of Internal Revenue Service Form 1001W8-BEN or Form W8-ECI, Form 4224, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or Form W-9, or any successor form, W-9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441 4(a) or Section 1.1441-1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii3.7(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the First Restatement Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii3.7(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Foreign Lender that is organized under the laws of any jurisdiction other than the United States shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Closing Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001, Form 4224, Form W-8 W8‑BEN or Form W-9W8‑ECI, or any successor form, applicable form and (ii) an Internal Revenue Service Form W‑8 or W‑9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441 4(a) or Section 1.1441-1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii3.7(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Closing Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii3.7(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Foreign Lender that is organized under the laws of any jurisdiction other than the United States shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Agreement Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001W8-BEN or Form W8-ECI, Form 4224, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or Form W-9, or any successor form, W-9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii2.11(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Agreement Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii2.11(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Foreign Lender listed on the signature pages hereof that is organized under has not done so on or before the laws of any jurisdiction other than the United States Closing Date shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001W8-BEN or Form W8-ECI, Form 4224, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or Form W-9, or any successor form, W-9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441 4(a) or Section 1.1441-1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii3.7(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Cleco Corporation Loan Agreement Section 2.10(b)(iii3.7(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Foreign Lender that is organized under listed on the laws of any jurisdiction other than the United States signature pages hereof shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender including (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001W-8BEN, Form 4224W-8BEN-E or W-8ECI, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or Form W-9, or any successor form, W-9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii3.5(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii3.5(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. (1) Each Lender with Revolving Loan Commitments or Tranche B1 Term Loans that is organized under the laws of any jurisdiction other than the United States of America or any state or other political subdivision thereof shall deliver to the Administrative Agent for transmission to the BorrowerDomestic Borrowers, on or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower Borrowers’ Agent or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Lender to the Borrower, such certificates, documents or other evidence, properly and accurately completed and duly executed by such Lender (including including, without limitation, Internal Revenue Service Form 1001, Form 4224, Form W-8 W-8BEN or Form W-9, or any successor form, W-8ECI or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower Documents and shall not be required deliver to pay any additional amount to any the appropriate Person upon request such Lender under Section 2.10(b)(iii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have satisfied such requirements on the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing as may be required from time to time, properly completed and duly executed by such Lender, to establish the fact that basis for any applicable exemption from or reduction of such Taxes with respect to any payments to such Lender is of principal, interest, fees, commissions or any other amount payable under any of the Loan Documents by a Domestic Borrower, (2) each Lender (other than a Person exempt from Taxes with respect to any payments to such Lender of interest payable by United Glass under the Loan Documents) shall deliver to the appropriate Person such application forms, 105 certificates, documents or other evidence as may be reasonably requested from time to time by United Glass, properly completed and duly executed by such Lender, to enable United Glass, to the extent permitted by applicable law, to be able to pay interest on the UK Revolving Loans of such Lender without withholding or deduction, or at reduced rates of withholding or deduction, for or on account of any UK income tax and (3) each Lender with French Tranche C1 Term Loan Exposure or French Tranche C2 Term Loan Exposure shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be reasonably requested from time to time by BSN, properly completed and duly executed by such Lender, to enable BSN, to the extent permitted by applicable law, to be able to pay interest on the French Tranche C1 Term Loans and French Tranche C2 Term Loans of such Lender without withholding or deduction, or at reduced rates of withholding or deduction, for or on account of any French income tax. Each Arranger will cooperate with the Australian Offshore Borrowers, and it will do or provide such other things as may be reasonably requested from time to time by the Australian Offshore Borrowers, to demonstrate that the requirements of section 128F of the Income Tax Assessment Act of 1936 (Commonwealth of Australia) were satisfied in relation to the respective issues of “Australian Loans” and the “Australian Loan Notes” under the Original Credit Agreement, the “Tranche A Term Loans” and the notes evidencing such “Tranche A Term Loans” under the First Amended and Restated Credit Agreement as in effect prior to the December 2003 Amendment, the Tranche A1 Term Loans, the Australian Revolving Loans, the Tranche A1 Term Loan Notes, and the Australian Revolving Loan Notes under the First Amended and Restated Credit Agreement as in effect after the December 2003 Amendment, and the Tranche A1 Term Loans, the Australian Revolving Loans, the Tranche A1 Term Loan Notes and the Australian Revolving Loan Notes under the Second Amended and Restated Credit Agreement and under this Agreement so that payment of interest under each of the above-mentioned Loans will be exempt from withholding tax under the Income Tax Assessment Act of 1936 (Commonwealth of Australia). Non-compliance by either Arranger with this paragraph shall not subject to withholding as described in relieve the immediately preceding sentenceAustralian Offshore Borrowers of their obligations under subsections 2.7C(i) or 2.7C(ii).

Tax Certificates. Each Foreign Lender that is organized under the laws of any jurisdiction other than the United States shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Closing Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001, Form 4224, Form W-8 W8‑BEN or Form W-9W8‑ECI, or any successor form, applicable form and (ii) an Internal Revenue Service Form W‑8 or W‑9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441 4(a) or Section 1.1441-1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii2.11(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Closing Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii2.11(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Foreign Lender that is organized under listed on the laws of any jurisdiction other than the United States signature pages hereof shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender including (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001W-8BEN, Form 4224, Form W-8 W-8BEN-E or Form W-9W-8ECI, or any successor form, applicable form and (ii) an Internal Revenue Service Form W‑8 or W‑9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii3.5(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii3.5(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof shall deliver to the Administrative Agent for transmission to the BorrowerCompany, on or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower Company or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Lender to the Borrower, such certificates, documents or other evidence, properly and accurately completed and duly executed by such Lender (including including, without limitation, Internal Revenue Service Form 1001, Form 4224, Form W-8 1001 or Form W-9, or any successor form, 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower Company shall not be required to pay any additional amount to any such Lender under Section 2.10(b)(iiiclause (c) of subsection 10.7B(ii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided PROVIDED that if such Lender shall have satisfied such requirements on the 111 119 Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes became a Lender (in the case of each other Lender), nothing in this Section subsection 10.7B(iv) shall relieve the Borrower Company of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iiiclause (c) of subsection 10.7B(ii) in the event that, as a result of any change in applicable lawlaw after the Effective Date or the date of the applicable Assignment and Acceptance, as the case may be, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. (1) Each Lender with Tranche B Term Loan Exposure or Revolving Loan Commitments that is organized under the laws of any jurisdiction other than the United States of America or any state or other political subdivision thereof shall deliver to the Administrative Agent for transmission to the BorrowerXxxxx-Xxxxxxxx, on or prior to before the Effective Closing Date (in the case of each a Lender listed party hereto on the signature pages hereof) such date, or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower Borrowers’ Agent or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Lender to the Borrower, such certificates, documents or other evidence, properly and accurately completed and duly executed by such Lender (including including, without limitation, Internal Revenue Service Form 1001, Form 4224, Form W-8 W-8BEN or Form W-9, or any successor form, W-8ECI or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to or is subject to a reduced rate of deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower Documents and shall not be required deliver to pay any additional amount to any the appropriate Person upon request such Lender under Section 2.10(b)(iii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have satisfied such requirements on the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing as may be required from time to time, properly completed and duly executed by such Lender, to establish the fact that basis for any applicable exemption from or reduction of United States federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender is of principal, interest, fees, commissions or any other amount payable under any of the Loan Documents by Xxxxx-Xxxxxxxx, (2) each Lender with Tranche C Term Loan Exposure or Canadian Revolving Loan Commitments shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be reasonably requested from time to time by O-I Canada, properly completed and duly executed by such Lender, to 101 enable O-I Canada, to the extent permitted by applicable law, to be able to pay interest on the Tranche C Term Loans or Canadian Revolving Loan Commitments of such Lender without withholding or deduction, or at reduced rates of withholding or deduction, for or on account of any Canadian income tax, (3) each Lender with Tranche D Term Loan Exposure or Dutch Revolving Loan Commitments shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be reasonably requested from time to time by OIEG, properly completed and duly executed by such Lender, to enable OIEG, to the extent permitted by applicable law, to be able to pay interest on the Tranche D Term Loans or Dutch Revolving Loan Commitments of such Lender without withholding or deduction, or at reduced rates of withholding or deduction, for or on account of any Dutch income tax and (4) each Lender with Swiss Revolving Loan Commitments shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be reasonably requested from time to time by O-I Europe, properly completed and duly executed by such Lender, to enable O-I Europe, to the extent permitted by applicable law, to be able to pay interest on the Swiss Revolving Loan Commitments of such Lender without withholding or deduction, or at reduced rates of withholding or deduction, for or on account of any Swiss income tax. Each Arranger will cooperate with ACI, and will do or provide such other things as may be reasonably requested from time to time by ACI, to demonstrate that the requirements of section 128F of the Income Tax Assessment Act of 1936 (Commonwealth of Australia) were satisfied in relation to the issues of Tranche A Term Loans, Tranche A Term Loan Notes, Australian Revolving Loans and Australian Revolving Loan Notes under this Agreement, so that payment of interest under each of the above-mentioned Loans will be exempt from withholding tax under the Income Tax Assessment Act of 1936 (Commonwealth of Australia). Non-compliance by either Arranger with this paragraph shall not subject to withholding as described in the immediately preceding sentencerelieve ACI of its obligations under subsections 2.7C(i), 2.7C(ii) or 2.7C(ii).

Tax Certificates. Each Foreign Lender that is organized under the laws of any jurisdiction other than the United States shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Agreement Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001W8-BEN or Form W8-ECI, Form 4224, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or Form W-9, or any successor form, W-9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441 4(a) or Section 1.1441-1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii2.11(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Agreement Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii2.11(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Foreign Lender that is organized under the laws of any jurisdiction other than the United States shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Agreement Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001, Form 4224, Form W-8 W8‑BEN or Form W-9W8‑ECI, or any successor form, applicable form and (ii) an Internal Revenue Service Form W‑8 or W‑9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441 4(a) or Section 1.1441-1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii2.11(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Agreement Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii2.11(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Foreign Lender that is organized under listed on the laws of any jurisdiction other than the United States signature pages hereof shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender including (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001W8-BEN or Form W8-ECI, Form 4224, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or Form W-9, or any successor form, W-9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441 4(a) or Section 1.1441-1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii3.5(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii3.5(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Foreign Lender listed on the signature pages hereof that is organized under has not done so on or before the laws of any jurisdiction other than the United States Effective Date shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender including (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001W8-BEN or Form W8-ECI, Form 4224, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or Form W-9, or any successor form, W-9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441 4(a) or Section 1.1441-1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income Cleco Power LLC Credit Agreement tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii3.7(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii3.7(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any state or other political subdivision thereof shall deliver to the Administrative Agent for transmission to the Borrower, on or prior to the Effective Closing Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender pursuant to subsection 9.1 (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Lender (including Internal Revenue Service Form 1001, Form 4224, Form W-8 1001 or Form W-9, or any successor form, 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Lender under Section 2.10(b)(iiiclause (c) if or perform with respect thereto under clause (d) of subsection 2.7B(ii) at any time during which such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided PROVIDED, HOWEVER, that if such Lender shall have satisfied such requirements on the Effective Closing Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), nothing in this Section subsection 2.7B(iii) shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iiiclause (c) or perform with respect thereto under clause (d) of subsection 2.7B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver certificatesforms, documents certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Foreign Lender listed on the signature pages hereof that is organized under has not done so on or before the laws of any jurisdiction other than the United States Effective Date shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Funding Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender including (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001W8-BEN or Form W8-ECI, Form 4224, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or Form W-9, or any successor form, W-9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441 4(a) or Section 1.1441-1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii3.6(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Funding Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii3.6(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Foreign Lender listed on the signature pages hereof that is organized under has not done so on or before the laws of any jurisdiction other than the United States Effective Date shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender including (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001W8-BEN or Form W8-ECI, Form 4224, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or Form W-9, or any successor form, W-9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441 4(a) or Section 1.1441-1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii3.7(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii3.7(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.. Cleco Corporation Credit Agreement

Tax Certificates. Each Foreign Lender that is organized under listed on the laws of any jurisdiction other than the United States signature pages hereof shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender including (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001W8‑BEN or Form W8‑ECI, Form 4224, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or Form W-9, or any successor form, W-9 (or any other 36ALLETE Credit Agreement certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441 4(a) or Section 1.1441-1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii3.7(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii3.7(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Foreign Lender listed on the signature pages hereof that is organized under has not done so on or before the laws of any jurisdiction other than the United States First Restatement Date shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the First Restatement Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001W8-BEN or Form W8-ECI, Form 4224, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or Form W-9, or any successor form, W-9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441 4(a) or Section 1.1441-1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of Cleco Power LLC First Amended and Restated Credit Agreement United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii3.7(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the First Restatement Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii3.7(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Lender Indemnified Tax Person that is organized under the laws of any jurisdiction other than the United States or any political subdivision thereof that is exempt from United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under the Loan Documents shall deliver to the Administrative Agent for transmission to the BorrowerParent, on or prior to the Effective Date (in the case of each Lender Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it becomes a Lender an Indemnified Tax Person (in the case of each other LenderIndemnified Tax Person), and at such other times as may be necessary in the determination of the Borrower Parent or the Administrative Agent (each in the reasonable exercise of its discretion)may reasonably request, including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Lender (including Internal Revenue Service Form 1001, Form 4224, Form W-8 ECI or Form W-9, W-8 BEN or any successor form, or any other certificate or statement of exemption document required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) under United States law to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments entitlement to such Lender of principal, interest, fees exemption or other amounts payable under any of the Loan Documentsreduced rate. The Borrower Parent shall not be required to pay any additional amount to any such Lender Indemnified Tax Person under Section 2.10(b)(iiisubsection (b) above if such Lender Indemnified Tax Person shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender Indemnified Tax Person shall have satisfied such requirements on the Effective Date (in the case of each Lender Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it becomes a Lender (in the case of each other Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.it

Tax Certificates. (1) Each Lender (other than an Offshore Lender) that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof shall deliver to the Administrative Agent for transmission to the BorrowerCompany, on or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower Company or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Lender to the Borrower, such certificates, documents or other evidence, properly and accurately completed and duly executed by such Lender (including including, without limitation, Internal Revenue Service Form 1001, Form 4224, Form W-8 1001 or Form W-9, or any successor form, 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents; (2) each UK Lender (other than a UK Qualifying Lender; provided that this clause (2) shall apply to a UK Qualifying Lender which loses such status, other than through a change in any applicable law, treaty 91 or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in the proviso to the second sentence of this subsection 2.7C(iv), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Lender, to enable UK Subsidiary Borrowers to be able to pay interest on the UK Loans of such UK Lender without withholding or deduction for or on account of any UK income tax; (3) each Australian Lender that is organized under the laws of any jurisdiction other than Australia or any political subdivision thereof (for purposes of this subsection 2.7C(iv), a "Non- Australian Lender") agrees to deliver to Australian Subsidiary Borrowers and Australian Administrative Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non- Australian Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Australian Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Australian Loans; and (4) each Italian Lender that is organized under the laws of any jurisdiction other than Italy or any political subdivision thereof (for purposes of this subsection 2.7C(iv), a "Non-Italian Lender") agrees to deliver to O-I Italy and Italian Administrative Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Italian Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Italian Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Italian Loans. The No Borrower shall not be required to pay any additional amount to any such Lender under Section 2.10(b)(iiisubsection 2.7C(ii) (a) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentencesentence or (b) in the case of Loans to Company, to the extent such amount results from any Lender being treated as a "conduit entity" within the meaning of Treasury Regulation Section 1.881-3 or any successor provision thereto; provided that if such Lender shall have satisfied such requirements on the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes became a Lender (in the case of each other Lender) (such date being the "Relevant Date" with respect to a Lender), nothing in this Section subsection 2.7C(iv) shall relieve the any Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iiiclause (c) of subsection 2.7C(ii) in the event that, as a result of any change in applicable lawlaw after the Effective Date or the date of the applicable Assignment and Acceptance, as the case may be, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Lender that is organized under the laws of any jurisdiction other than the United States shall deliver to the Administrative Agent for transmission to the Borrower, on or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Lender (including including, without limitation, Internal Revenue Service Form 1001, Form 4224, Form W-8 1001 or Form W-9, or any successor form, 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Lender under Section 2.10(b)(iiisubsection (b)(iii) above if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have satisfied such requirements on the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes became a Lender (in the case of each other Lender), nothing in this Section subsection shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iiisubsection (b)(iii) above in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Foreign Lender listed on the signature pages hereof that is organized under has not done so on or before the laws of any jurisdiction other than the United States Closing Date shall deliver to the Administrative Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender (including i) two accurate and complete original signed copies of Internal Revenue Service Form 1001W8-BEN or Form W8-ECI, Form 4224, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or Form W-9, or any successor form, W-9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441 4(a) or Section 1.1441-1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 2.10(b)(iii3.7(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.Cleco Corporation Loan Agreement

Tax Certificates. Each Lender that is organized under the laws of any jurisdiction other than the United States shall deliver to the Administrative Agent for transmission to the BorrowerBorrowers, on or prior to the Restatement Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower Notice Party or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Lender (including including, without limitation, Internal Revenue Service Form 1001, Form 4224, Form W-8 1001 or Form W-9, or any successor form, 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-1.1441- 4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents, provided, however, that notwithstanding the foregoing, an Existing Lender which delivered the applicable certificates, documents or other evidence prior to the Restatement Effective Date shall not be obligated to deliver the same on the Restatement Effective Date unless the certificates, documents or other evidence theretofore submitted is no longer accurate. The No Borrower shall not be required to pay any additional amount to any such Lender under Section 2.10(b)(iiisubsection (b)(iii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have satisfied such requirements on or before the Restatement Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes became a Lender (in the case of each other Lender), nothing in this Section subsection shall relieve the any Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iiisubsection (b)(iii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.

Tax Certificates. Each Lender that is organized under the laws of any jurisdiction other than the United States shall deliver to the Administrative Agent for transmission to the Borrower, on or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Lender (including including, without limitation, Internal Revenue Service Form 1001W-8, Form 4224, Form W-8 1001 or Form W-9, or any successor form, 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or ), Section 1.1441-6(c) ), Section 35a9999-4 or Section 35a9999-5 or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 1441, 1442 or 1442 3406 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Lender under Section 2.10(b)(iiisubsection (b)(iii) above if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have satisfied such requirements on the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes became a Lender (in the case of each other Lender), nothing in this Section subsection shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iiisubsection (b)(iii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.