Common use of Evidence of Exemption From U.S. Withholding Tax Clause in Contracts

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and the Parent Borrower, on or prior to the Effective Date (in the case of each Lender as of the Effective Date to the extent that such Lender has not already delivered such forms) or on or prior to the date on which such Lender becomes a party to this Agreement (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Lender that is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent and the Parent Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments)(or, in each case, any successor forms), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No Borrower shall be required to pay any additional amount or make any indemnity payments to any Lender under this Section 3.01 to the extent such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence of this Section 3.01(f); provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending office.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (i) Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “Non-US Lender”) shall deliver to the Administrative Agent and the Parent Borrower(for transmission to Company), on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to signature pages hereof on the extent that such Lender has not already delivered such formsClosing Date) or on or prior to the date on which such Lender Person becomes a party to this Agreement (in the case of each other Lender)Lender hereunder, and at such other times as may be necessary in the determination of the Parent Borrower or the Administrative Agent (each in the its reasonable exercise of its discretion), (i) two original executed copies of Internal Revenue Service Form W-8IMY (with appropriate attachments), W-8BEN, W-8BEN-E, or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such LenderLender and, and to the extent such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish Lender is eligible, such form shall note that such Lender is not subject to deduction or withholding (withholding, or is subject to a reduced deduction or withholding) withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Loan Documents, or and (ii) in the case of a if such Lender that is not a “bank” claiming exemption from United States federal income tax under Section 871(h) or other Person described in Section 881(c)(3881(c) of the Internal Revenue Code, a Certificate re Regarding Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments) (or, in each case, any successor forms)Status, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, forms or certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(fclause (d) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates forms or other evidencecertificates, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, forms or certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent and the Parent Borrower (for transmission to Company) two new original updated executed copies of Internal Revenue Service Form W-8IMY (with appropriate attachments thereto), W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (oror W-8ECI, in each caseas applicable, any successor form)and, or if applicable, a Certificate re Regarding Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E (or W-8IMY (including any required attachments)(or, in each case, any successor forms), as the case may be, properly completed and duly executed by such Lender, or notify Administrative Agent and Company of its inability to deliver any such other documentation required forms or certificates. (ii) If a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the Code applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Company and Administrative Agent at the time or times prescribed by Requirements of Law and at such time or times reasonably requested by Company or Administrative Agent such documentation prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Parent Borrower Internal Revenue Code) and such additional documentation reasonably requested by Company or the Administrative Agent as may be necessary for Borrowers and Administrative Agent to confirm comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subclause (ii), FATCA shall include any amendments made to FATCA after the date of this Agreement. (iii) Each Lender that is a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes shall deliver to Administrative Agent (for transmission to Company), on or prior to the Closing Date (in the case of each such Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date such Person becomes a Lender hereunder, and at such other times as may be necessary in the determination of Administrative Agent (in its reasonable exercise of its discretion), two executed copies of Internal Revenue Service Form W-9 (or any successor forms) properly completed and duly executed by such Lender to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax backup withholding taxes with respect to any payments to such Lender under the Credit Documentsof principal, or notify the Administrative Agent and the Parent Borrower of its inability to deliver any such formsinterest, certificates fees or other evidence. No Borrower shall be required to pay amounts payable under any additional amount or make any indemnity payments to any Lender under this Section 3.01 to the extent such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence of this Section 3.01(f); provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officeLoan Documents.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (a) Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “organized under the laws of any jurisdiction other than the United States person” or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30a "Non-US Lender") of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and for transmission to the Parent BorrowerBorrowers, on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to the extent that such Lender has not already delivered such formssignature pages hereof) or on or prior to the date on of the Assignment Agreement or Joinder Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower Borrowers or the Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent regulations issued thereunder to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) in the case of a if such Lender that is not a “"bank” " or other Person described in Section 881(c)(3) of the Code, a Certificate re of Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 W-8ECI (or any successor form), properly completed and duly executed by such Lender, certifying together with any other certificate or statement of exemption required under the Code or the regulations issued thereunder to establish that such U.S. Lender is entitled not subject to an exemption from deduction or withholding of United States backup withholdingfederal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documents. Notwithstanding the foregoing, no Lender shall be obligated to provide any documentation pursuant to this subsection 2.7B(iii)(a) if such Lender is not legally able to do so. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(fsubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly (1) deliver to the Administrative Agent and for transmission to the Parent Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form), or Borrowers a Certificate re of Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN or W-8IMY (including any required attachments)(or, in each case, any successor forms)W-8ECI, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent in order to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) notify the Administrative Agent and the Parent Borrower Borrowers of its inability to deliver any such forms, certificates or other evidence. No Borrower . (c) Borrowers shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 subsection 2.7B(ii)(c) if such Lender shall have failed to satisfy the extent such additional amounts requirements of clause (a) or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence (b)(1) of this Section 3.01(fsubsection 2.7B(iii); provided, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(fsubsection 2.7B(iii)(a) on the Original Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment and Assumption Agreement or the Amendment Joinder Agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 3.01(f) (if applicablesubsection 2.7B(iii)(c) shall relieve a Borrower Borrowers of its their obligation to pay any additional amounts pursuant this Section 3.01 to clause (c) 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officesubsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “organized under the laws of any jurisdiction other than the United States person” or any state or other political subdivision thereof (as such term is defined in for purposes of this Section 7701(a)(302.7(b)(iii), a "Non-US Lender") of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and the Parent Borrowerfor transmission to Borrowers, on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to the extent that such Lender has not already delivered such formssignature pages hereof) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be reasonably necessary in the determination of the Parent Borrower Borrowers or the Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI and/or W-8IMY (including any required attachmentsParts I and II) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent regulations issued thereunder to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) in the case of a if such Lender that is not a “"bank” " or other Person described in Section 881(c)(3) of the CodeInternal Revenue Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI (Parts I and II) pursuant to clause (1) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY W-8 BEN (including any required attachmentsPart I) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such U.S. Lender is entitled not subject to an exemption from deduction or withholding of United States backup withholdingfederal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documents. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f) 2.7(b)(iii)a hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly (1) deliver to the Administrative Agent and the Parent Borrower for transmission to Borrowers two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor formParts I and II), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY W-8 BEN (including any required attachments)(or, in each case, any successor formsPart I), as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent in order to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) notify the Administrative Agent and the Parent Borrower Borrowers of its inability to deliver any such forms, certificates or other evidence. No Borrower Borrowers shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 2.7(b)(ii) if such Lender shall have failed to satisfy the extent such additional amounts requirements of clause a or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence b (1) of this Section 3.01(f2.7(b)(iii); provided, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f) 2.7(b)(iii)a on the Original Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment and Assumption or the Amendment Agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 3.01(f) (if applicable) 2.7(b)(iii)c shall relieve a Borrower Borrowers of its obligation to pay any additional amounts pursuant this to clause c of Section 3.01 2.7(b)(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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending office2.7(b)(iii)a.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (a) Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 2.7B(iii), a “United States person” (as such term is defined in Section 7701(a)(30Non-US Lender”) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and the Parent to Borrower, on or prior to the Effective Date (in the case of each Lender as of listed on the Effective Date to the extent that such Lender has not already delivered such formssignature pages hereof) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Non-US Lender, or, in the case of a Non-US Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest”, a Form W-8BEN, and, in the case of a Non-US Lender that has certified in writing to Administrative Agent that it is not a “bank” (as defined in Section 881(c)(3)(A) of the Internal Revenue Code), a certificate (the “Certificate re: Non-Bank Status”) of such Non-US Lender certifying that such Non-US Lender is not (i) a “bank” for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Borrower, or (iii) a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code) in each case together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Non-US Lender is not subject to United States withholding tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (b) Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent and to Borrower, on or prior to the Effective Date (in the case of each Non-US Lender listed on the signature pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Non-US Lender), or on such later date when such Non-US Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of the forms or statements required to be provided by such Non-US Lender under subsection 2.8B(iii)(a), properly completed and duly executed by such Non-US Lender, to establish the portion of any such sums paid or payable with respect to which such Non-US Lender acts for its own account that is not subject to United States withholding tax, and (2) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, ) properly completed and duly executed by such Non-US Lender, together with any information, if any, such Non-US Lender chooses to transmit with such form, and such any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent regulations issued thereunder, to establish that such Non-US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax acting for its own account with respect to a portion of any payments such sums payable to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Lender that is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BENUS Lender. (c) Each Non-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f) hereby agrees, from time to time after the initial delivery by such Non-US Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respectrespect or if, by virtue of a change in law or regulations, such forms are no longer valid evidence of a Person’s exemption from withholding tax which is reasonably satisfactory to Borrower, that such Non-US Lender shall promptly (1) deliver to the Administrative Agent and the Parent to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BENrenewals, W-8BEN-E amendments or W-8IMY (including any required attachments)(or, in each case, any additional or successor forms), as the case may be, properly completed and duly executed by such Non-US Lender, and such together with any other documentation certificate or statement of exemption required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent in order to confirm or establish that such Non-US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income withholding tax with respect to payments to such Non-US Lender under the Credit DocumentsLoan Documents and, as the case may be, that such Non-US Lender does not act for its own account with respect to any portion of any such payments, or (2) notify the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No . (d) Borrower shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 clause (c) of subsection 2.7B(ii) (1) with respect to any Tax required to be deducted or withheld on the extent such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver basis of the formsinformation, certificates or other evidence referred statements of exemption such Lender chooses to in transmit with an Internal Revenue Service Form W-8IMY pursuant to subsection 2.7B(iii)(b)(2) or (2) if such Non-US Lender shall have failed to satisfy the first sentence requirements of clause (a), (b) or (c)(1) of this Section 3.01(fsubsection 2.7B(iii); provided, provided that if such Non-US Lender shall have satisfied the requirements of the first sentence of this Section 3.01(fsubsection 2.7B(iii)(a) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it such Non-US Lender became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicablesubsection 2.7B(iii)(d) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 in the event thatto subsection 2.7B(ii)(c) if, 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 Non-US Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Non-US Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officesubsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (a) Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 2.7B(iii), a “United States person” (as such term is defined in Section 7701(a)(30Non-US Lender”) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and the Parent to Borrower, on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to the extent that such Lender has not already delivered such formssignature pages hereof) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Non-US Lender, or, in the case of a Non-US Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest”, a form W-8BEN, and, in the case of a Lender that has certified in writing to Administrative Agent that it is not a “bank” (as defined in Section 881(c)(3)(A) of the Internal Revenue Code), a Certificate re: Non-Domestic Bank Status of such Non-US Lender certifying that such Lender is not (i) a “bank” for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Borrower, or (iii) a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code) in each case together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to United States withholding tax with respect to any payments to such Lender of interest payable under any of the Loan Documents. (b) Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent and to Borrower, on or prior to the Closing Date (in the case of each Non-US Lender listed on the signature pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Non-US Lender), or on such later date when such Non-US Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of the forms or statements required to be provided by such Non-US Lender under subsection 2.7B(iii)(a), properly completed and duly executed by such Non-US Lender, to establish the portion of any such sums paid or payable with respect to which such Non-US Lender acts for its own account that is not subject to United States withholding tax, and (2) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, ) properly completed and duly executed by such Non-US Lender, together with any information, if any, such Non-US Lender chooses to transmit with such form, and such any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent regulations issued thereunder, to establish that such Non-US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax acting for its own account with respect to a portion of any payments such sums payable to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Lender that is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BENUS Lender. (c) Each Non-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f) hereby agrees, from time to time after the initial delivery by such Non-US Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respectrespect or if, that such Lender shall promptly deliver to the Administrative Agent and the Parent Borrower two new original copies by virtue of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY a change 71 (including any required attachmentsd) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments)(or, in each case, any successor forms), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No Borrower shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 clause (c) of subsection 2.7B(ii), with respect to the extent any Tax required to be deducted or withheld as a result of such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Non-US Lender’s failure to deliver satisfy the formsrequirements of clause (a), certificates (b) or other evidence referred to in the first sentence (c)(1) of this Section 3.01(fsubsection 2.7B(iii); provided, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(fsubsection 2.7B(iii)(a) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it such Non-US Lender became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicablesubsection 2.7B(iii)(d) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 in the event thatto subsection 2.7B(ii)(c) if, 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 Non-US Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Non-US Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officesubsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (a) Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “organized under the laws of any jurisdiction other than the United States person” or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30for purposes of this subsection 2.7B(iii), a "Non-US Lender") of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and the Parent to Borrower, on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to the extent that such Lender has not already delivered such formssignature pages hereof) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Non-US Lender, or, in the case of a Non-US Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of "portfolio interest," a Form W-8BEN, and, in the case of a Non-US Lender that has certified in writing to Administrative Agent that it is not a "bank" (as defined in Section 881(c)(3)(A) of the Internal Revenue Code), a certificate of such Non-US Lender certifying that such Non-US Lender is not (i) a "bank" for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Borrower, or (iii) a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code) in each case together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Non-US Lender is not subject to United States withholding tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (b) Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent and to Borrower, on or prior to the Closing Date (in the case of each Non-US Lender listed on the signature pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Non-US Lender), or on such later date when such Non-US Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of the forms or statements required to be provided by such Non-US Lender under subsection 2.7B(iii)(a), properly completed and duly executed by such Non-US Lender, to establish the portion of any such sums paid or payable with respect to which such Non-US Lender acts for its own account that is not subject to United States withholding tax, and (2) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, ) properly completed and duly executed by such Non-US Lender, together with any information, if any, such Non-US Lender chooses to transmit with such form, and such any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent regulations issued thereunder, to establish that such Non-US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax acting for its own account with respect to a portion of any payments such sums payable to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Lender that is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BENUS Lender. (c) Each Non-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f) hereby agrees, from time to time after the initial delivery by such Non-US Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respectrespect or if, by virtue of a change in law or regulations, such forms are no longer valid evidence of a person's exemption from withholding tax which is reasonably satisfactory to Borrower, that such Non-US Lender shall promptly (1) deliver to the Administrative Agent and the Parent to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BENrenewals, W-8BEN-E amendments or W-8IMY (including any required attachments)(or, in each case, any additional or successor forms), as the case may be, properly completed and duly executed by such Non-US Lender, and such together with any other documentation certificate or statement of exemption required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent in order to confirm or establish that such Non-US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income withholding tax with respect to payments to such Non-US Lender under the Credit DocumentsLoan Documents and, if applicable, that such Non-US Lender does not act for its own account with respect to any portion of any such payments, or (2) notify the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No . (d) Borrower shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 clause (c) of subsection 2.7B(ii) if such Non-US Lender shall have failed to satisfy the extent such additional amounts requirements of clause (a), (b) or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence (c)(1) of this Section 3.01(fsubsection 2.7B(iii); provided, provided that if such Non-US Lender shall have satisfied the requirements of the first sentence of this Section 3.01(fsubsection 2.7B(iii)(a) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it such Non-US Lender became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicablesubsection 2.7B(iii)(d) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 in the event thatto subsection 2.7B(ii)(c) if, 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 Non-US Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Non-US Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officesubsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and the Parent Borrower, on or prior to the Effective Date (in the case of each Lender as of the Effective Date to the extent that such Lender has not already delivered such forms) or on or prior to the date on which such Lender becomes a party to this Agreement (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BENX-0XXX-EX, W-8ECI X-0XXX and/or W-8IMY W- 8IMY (including any required attachments) (or, in each case, any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Lender that is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent and the Parent Borrower two new original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BENX-0XXX-EX, W-8ECI X-0XXX and/or W-8IMY (including any required attachments) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments)(or, in each case, any successor forms), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No Borrower shall be required to pay any additional amount or make any indemnity payments to any Lender under this Section 3.01 to the extent such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence of this Section 3.01(f); provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such XxxxxxLender’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending office.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (a) Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to the Administrative Agent and for transmission to the Parent BorrowerCredit Parties, on or prior to the Effective Date (in the case of each Lender as of listed on the signature pages hereof on the Effective Date to the extent that such Lender has not already delivered such formsDate) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower Credit Parties or the Administrative Agent (each in the reasonable exercise of its discretion), (ix) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and or reasonably requested by the Parent Borrower or the Administrative Agent Credit Parties to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Loan Documents, or . (iib) in the case of a Lender that is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f2.8B(iii)(a) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly (1) deliver to the Administrative Agent and for transmission to the Parent Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form)W-8BEN or W-8ECI, or a Certificate re Non-Bank Status and two (2) original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (including any required attachments)(or, in each case, any successor formsform), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Credit Parties to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) notify the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No Borrower . (c) The Credit Parties shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this clause (c) of Section 3.01 2.8B(ii) if such Lender shall have failed to satisfy the extent such additional amounts requirements of clause (a) or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence (b)(1) of this Section 3.01(f2.8B(iii); provided, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f2.8B(iii)(a) on the Original Closing Effective Date or on the date of the Assignment and Assumption or the Amendment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable2.8B(iii)(c) shall relieve a Borrower the Credit Parties of its obligation to pay any additional amounts pursuant this to clause (c) of Section 3.01 2.8B(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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending office.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (a) Each Non-US Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and the Parent for transmission to Borrower, on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to the extent that such Lender has not already delivered such formssignature pages hereof) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, ) properly completed and duly executed by such Lender, or (2) in the case of a Non-US Lender claiming exemption from United States federal withholding Tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest,” a Form W-8BEN, and (3) in the case of a Lender that has certified in writing to Administrative Agent that it is not a “bank” (as defined in Section 881(c)(3)(A) of the Internal Revenue Code), a certificate of such Lender certifying that such Lender is not (i) a “bank” for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Borrower and its Subsidiaries or (iii) a controlled foreign corporation related to any or all of Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code) in each case together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent regulations issued thereunder to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax withholding Tax with respect to any payments to such Lender of principal, interest, fees or other amounts interest payable under any of the Credit Documents. Each US Lender shall deliver to Administrative Agent and to Borrower, on or prior to the Closing Date (iiin the case of each Lender listed on the signature pages hereof) or on or prior to the date of the Assignment 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 Borrower or Administrative Agent (each in the reasonable exercise of its discretion), two copies (or, in the case of a Lender that is not which becomes a “bank” or other Person described in Section 881(c)(3) of the CodeLender pursuant to an Assignment Agreement, a Certificate re Non-Bank Status together with two original copies copies) of Internal Revenue Service Form W-8BEN, W-8BEN-E W-9 (or W-8IMY (including any required attachments) (or, in each case, any successor forms) properly and duly executed by such Lender. (b) Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Credit Documents (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), or on such later date when such Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (1) two original copies of the forms or statements required to be provided by such Lender under subsection 2.7B(iii)(a), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; providedwithholding Tax, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement2) two original copies of Internal Revenue Service Form W-9 W-8IMY (or any successor form), forms) properly completed and duly executed by such Lender, certifying together with any information, if any, such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder, to establish that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence not acting for its own account with respect to United States federal income tax withholding matters pursuant a portion of any such sums payable to this Section 3.01(fsuch Lender. (c) Each Non-US Lender and each US Lender hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respect, that such Lender shall promptly (1) deliver to the Administrative Agent and the Parent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BENrenewals, W-8BEN-E amendments or W-8IMY (including any required attachments)(or, in each case, any additional or successor forms), as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent in order to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax withholding Tax with respect to payments to such Lender under the Credit DocumentsDocuments and, if applicable, that such Lender does not act for its own account with respect to any portion of such payment, or (2) notify the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No . (d) Borrower shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 clause (c) of subsection 2.7B(ii), (1) with respect to any Tax required to be deducted or withheld on the extent such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver basis of the formsinformation, certificates or other evidence referred statements of exemption such Lender chooses to in the first sentence of this Section 3.01(f); provided, transmit with an Internal Revenue Service Form W-8IMY pursuant to subsection 2.7B(iii)(b)(1) or (2) if such Lender shall have satisfied failed to satisfy the requirements of the first sentence clause (a), (b) or (c)(1) of this Section 3.01(fsubsection on p;2.7B(ii)(c) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officesubsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) shall, upon the request of the Company or the Administrative Agent, deliver to the Administrative Agent for delivery to the Company two original copies of Internal Revenue Service Form W-9, properly completed and duly executed by such Lender. Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to the Administrative Agent and for transmission to the Parent BorrowerCompany, on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to signature pages hereof on the extent that such Lender has not already delivered such formsClosing Date) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower Company or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Company to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a if such Lender that is not a “bank” or other Person described in Section 881(c)(3) of the CodeInternal Revenue Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI pursuant to clause (i) above, a Certificate re Re: Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (including any required attachments) (or, in each case, any successor formsform), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Company to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f2.21(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent and for transmission to the Parent Borrower Company two new original copies of Internal Revenue Service Form W-8BENW-9, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form)W-8BEN or W-8ECI, or a Certificate re Re: Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (including any required attachments)(or, in each case, any successor formsform), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Company to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and the Parent Borrower Company of its inability to deliver any such forms, certificates or other evidence. No Borrower The Company shall not be required to pay any additional amount or make any indemnity payments to any Lender under this Section 3.01 to the extent 2.21(b)(iii) if such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the first third sentence of this Section 3.01(f2.21(c), or (2) to notify Administrative Agent and the Company of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first or second sentence of this Section 3.01(f2.21(c) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable2.21(c) shall relieve a Borrower the Company of its obligation to pay any additional amounts pursuant this Section 3.01 2.21 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation regulation, decree or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending office.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to the Administrative Agent and the Parent Borrowerfor transmission to Company, on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to signature pages hereof on the extent that such Lender has not already delivered such formsClosing Date) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower Company or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Company to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a if such Lender that is not a “bank” or other Person described in Section 881(c)(3) of the CodeInternal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate re Regarding Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (including any required attachments) (or, in each case, any successor formsform), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Company to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f2.19(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent and the Parent Borrower for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form)W-8BEN or W-8ECI, or a Certificate re Regarding Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (including any required attachments)(or, in each case, any successor formsform), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Company to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and the Parent Borrower Company of its inability to deliver any such forms, certificates or other evidence. No Borrower Company shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 to the extent 2.19(b)(iii) if such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the first second sentence of this Section 3.01(f2.19(c), or (2) to notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f2.19(c) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable2.19(c) shall relieve a Borrower Company of its obligation to pay any additional amounts pursuant this Section 3.01 2.19 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 legally able to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if . If a payment made to a Lender is not legally entitled under any Credit Document would be subject to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time U.S. Federal withholding Tax imposed by FATCA if such Lender becomes a party fails to this Agreement comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or changes its applicable lending office1472(b) of the Internal Revenue Code, as applicable), such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax deliver to the extent such Xxxxxx’s assignor was entitled Company and the Administrative Agent (A) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller, and (B) other documentation reasonably required by the Company and the Administrative Agent sufficient for the Company and the Administrative Agent to receive additional amounts or indemnity payments immediately prior comply with their obligations under FATCA and to the assignment or determine that such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officehas complied with such applicable reporting requirements.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (a) Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “organized under the laws of any jurisdiction other than the United States person” or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30for purposes of this subsection 2.7B(iii), a "NON-US LENDER") of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and for transmission to the Parent BorrowerCompany, on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to the extent that such Lender has not already delivered such formssignature pages hereof) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower Company or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such or any other documentation form, certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent regulations issued thereunder to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Loan Documents, or . (iib) in the case of a Lender that is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(fsubsection 2.7B(iii)(a) hereby agreesagrees that, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly (l) deliver to the Administrative Agent and for transmission to the Parent Borrower Company two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form), W-8BEN or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments)(or, in each case, any successor forms), as the case may beW-8ECI, properly completed and duly executed by such Lender, and such or any other documentation form, certificate or statement of exemption required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent in order to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) immediately notify the Administrative Agent and the Parent Borrower Company of its inability to deliver any such forms, certificates or other evidence. No Borrower . (c) The Company shall not be required to pay any additional amount or make any indemnity payments to any Non-US lender under clause (c) of subsection 2.7B(ii) if such Lender under this Section 3.01 shall have failed to satisfy the extent such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence requirements of this Section 3.01(fsubsection 2.7B(iii)(a); provided, provided that if such Lender shall have satisfied the such requirements of the first sentence of this Section 3.01(f) on the Original Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment and Assumption or the Amendment Agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 3.01(f) (if applicablesubsection 2.7B(iii)(c) shall relieve a Borrower the Company of its obligation to pay any additional amounts pursuant this Section 3.01 to clause (c) 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officesubsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” Person (as such term is defined in Section section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes shall (a “Non-US Lender”) shall, to the extent it is legally entitled to do so, deliver to the Administrative Facility Agent and the Parent Class B Agent for transmission to the Borrower, on or prior to the Effective Date (in the case of each Lender as listed on the signature pages of this Agreement on the Effective Date to the extent that such Lender has not already delivered such formsDate) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower or Facility Agent and the Administrative Class B Agent (each in the reasonable exercise of its discretion), (iA) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN8BEN-E, E or W-8ECI and/or or W-8IMY (including any required with appropriate attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to to, or is eligible for a reduction in the rate of, deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (iiB) in the case of a if such Lender that is not a “bank” or other Person described in Section section 881(c)(3) of the CodeInternal Revenue Code and cannot deliver Internal Revenue Service Form W-8IMY or W-8ECI pursuant to clause (A) above and is relying on the so called “portfolio interest exception”, a Certificate re Regarding Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BENW-8BEN or 8BEN-E (or W-8IMY (including any required attachments) (or, in each case, any successor formsform), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject subject, or is eligible for a reduction in the rate of, to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f2.15(e)(i) or Section 2.15(e)(ii) hereby agrees, from time to time time, after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Verification Agent for transmission to the Administrative Agent and the Parent Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (W-8IMY, or W-8ECI, or, in each caseif relying on the “portfolio interest exception”, any successor form), or a Certificate re Regarding Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BENW-8BEN or 8BEN-E (or W-8IMY (including any required attachments)(or, in each case, any successor formsform), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent to confirm or establish that such Lender is not subject to to, or is eligible for a reduction in the rate of, deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Verification Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No The Borrower shall not be required to pay any additional amount or make any indemnity payments in respect of U.S. Federal withholding taxes to any Non-US Lender under this Section 3.01 to the extent 2.15(b) if such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure Lender shall have failed (1) to deliver the any forms, certificates or other evidence referred to in the first sentence of this Section 3.01(f2.15(e)(i) or Section 2.15(e)(ii), or (2) to notify Verification Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f2.15(e)(i) and Section 2.15(e)(ii) on the Original Closing Effective Date or on the date of the Assignment and Assumption or the Amendment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable2.15(e)(i) shall relieve a the Borrower of its obligation to pay any additional amounts pursuant to this Section 3.01 2.15 in the event that, as a result of any change in any applicable lawApplicable 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending office.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (a) Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “organized under the laws of any jurisdiction other than the United States person” or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30for purposes of this subsection 2.7B(iii), a "NON-US LENDER") of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and the Parent Borrowerfor transmission to Company, on or prior to the Effective Fourth Restatement Date (in the case of each Lender as of listed on the Effective Date to the extent that such Lender has not already delivered such formssignature pages hereof) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower Company or the Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY 1001 or 4224 (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent regulations issued thereunder to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) in the case of a if such Lender that is not a “"bank” " or other Person described in Section 881(c)(3) of the CodeInternal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (1) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 W-8 (or any successor form), properly completed and duly executed by such Lender, certifying together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such U.S. Lender is entitled not subject to an exemption from deduction or withholding of United States backup withholding. federal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documents. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(fsubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly (1) deliver to the Administrative Agent and the Parent Borrower for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form)1001 or 4224, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments)(or, in each case, any successor forms)W-8, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent in order to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) immediately notify the Administrative Agent and the Parent Borrower Company of its inability to deliver any such forms, certificates or other evidence. No Borrower . (c) Company shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 clause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the extent such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence requirements of this Section 3.01(fsubsection 2.7B(iii)(a); provided, provided that if such Lender shall have satisfied the such requirements of the first sentence of this Section 3.01(f) on the Original Closing Fourth Restatement Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment and Assumption or the Amendment Agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 3.01(f) (if applicablesubsection 2.7B(iii)(c) shall relieve a Borrower Company of its obligation to pay any additional amounts pursuant this Section 3.01 to clause (c) 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officesubsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (a) Each Non-US Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and to the Parent BorrowerCompany, on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to the extent that such Lender has not already delivered such formssignature pages hereof) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower Company or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, ) properly completed and duly executed by such Lender, and or, in the case of a Non-US Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of "portfolio interest", a form W-8BEN, and, in the case of a Lender that has certified in writing to the Administrative Agent that it is not a "bank" (as defined in Section 881(c)(3)(A) of the Internal Revenue Code), a certificate of such Lender certifying that such Lender is not (i) a "bank" for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the Company or Holdings or (iii) a controlled foreign corporation related to the Company (within the meaning of Section 864(d)(4) of the Internal Revenue Code) in each case together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent regulations issued thereunder to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income withholding tax with respect to any payments to such Lender of principal, interest, fees or other amounts interest payable under any of the Credit Loan Documents, or . (iib) in the case of a Lender that is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Each Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such US Lender, and such other documentation required under to the Code and reasonably requested by the Parent Borrower extent that it does not act or the Administrative Agent ceases to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax act for its own account with respect to any payments portion of any sums paid or payable to such Lender under any of the Credit Documents; providedLoan Documents (for example, however, if payment to in the case of a Lender is made to an “agent” of typical participation by such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulationsLender), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative AgentAgent and to the Company, the Parent Borrower on or prior to the Effective Closing Date (or, if laterin the case of each Lender listed on the signature pages hereof), on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent and the Parent Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments)(or, in each case, any successor forms), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No Borrower shall be required to pay any additional amount or make any indemnity payments to any Lender under this Section 3.01 to the extent such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence of this Section 3.01(f); provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment Agreement pursuant to which it became becomes a Lender, as applicable, nothing in this last sentence of Section 3.01(f) Lender (if applicable) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 in the event thatcase of each other Lender), as a result or on such later date when such Lender ceases to act for its own account with respect to any portion of any change in any applicable lawsuch sums paid or payable, treaty or governmental rule, regulation or order, or any change and at such other times as may be necessary in the interpretation, administration determination of the Company or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending office.the

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to the Administrative Facility Agent and the Parent for transmission to Borrower, on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to signature pages hereof on the extent that such Lender has not already delivered such formsClosing Date) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower or the Administrative Facility Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Transaction Documents, or (ii) in the case of a if such Lender that is not a “bank” or other Person described in Section 881(c)(3) of the CodeCode and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8 (or W-8IMY (including any required attachments) (or, in each case, any successor formsform), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Transaction Documents; provided, however, if payment to a Lender is made to an “agent” of such . Each Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Facility Agent and Borrower on or prior to the Effective Closing Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholdingwithholding tax, or otherwise prove that it is entitled to such an exemption. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f2.11(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Facility Agent and the Parent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form)W-8BEN or W-8ECI, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (including any required attachments)(or, in each case, any successor formsform), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Transaction Documents, or notify the Administrative Facility Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No Borrower shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 to the extent 2.11(b)(iii) if such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the first second sentence of this Section 3.01(f2.11(c), or (2) to notify the Facility Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f2.11(c) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable2.11(c) shall relieve a Borrower of its obligation to pay any additional amounts pursuant to this Section 3.01 2.11 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending office.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (a) Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 2.7B(iii), a “United States person” (as such term is defined in Section 7701(a)(30Non-US Lender”) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and the Parent to Borrower, on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to the extent that such Lender has not already delivered such formssignature pages hereof) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Non-US Lender, or, in the case of a Non-US Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest”, a form W-8BEN, and, in the case of a Non-US Lender that has certified in writing to Administrative Agent that it is not a “bank” (as defined in Section 881(c)(3)(A) of the Internal Revenue Code), a certificate of such Non-US Lender certifying that such Non-US Lender is not (i) a “bank” for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Borrower, or (iii) a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code) in each case together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Non-US Lender is not subject to United States withholding tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (b) Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent and to Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signatures pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), or on such later date when such Non-US Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of the forms or statements required to be provided by such Non-US Lender under subsection 2.7B(iii)(a), properly completed and duly executed by such Non-US Lender, to establish the portion of any such sums paid or payable with respect to which such Non-US Lender acts for its own account that is not subject to United States withholding tax, and (2) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, ) properly completed and duly executed by such Non-US Lender, together with any information, if any, such Non-US Lender chooses to transmit with such form, and such any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent regulations issued thereunder, to establish that such Non-US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax acting for its own account with respect to a portion of any payments such sums payable to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Lender that is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BENUS Lender. (c) Each Non-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f) hereby agrees, from time to time after the initial delivery by such Non-US Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respectrespect or if, by virtue of a change in law or regulations, such forms are no longer valid evidence of a person’s exemption from withholding tax which is reasonably satisfactory to Borrower, that such Non-US Lender shall promptly (1) deliver to the Administrative Agent and the Parent to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BENrenewals, W-8BEN-E amendments or W-8IMY (including any required attachments)(or, in each case, any additional or successor forms), as the case may be, properly completed and duly executed by such Non-US Lender, and such together with any other documentation certificate or statement of exemption required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent in order to confirm or establish that such Non-US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income withholding tax with respect to payments to such Non-US Lender under the Credit DocumentsLoan Documents and, if applicable, that such Non-US Lender does not act for its own account with respect to any portion of any such payments, or (2) notify the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No . (d) Borrower shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 clause (c) of subsection 2.7B(ii) if such Non-US Lender shall have failed to satisfy the extent such additional amounts requirements of clause (a), (b) or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence (c)(1) of this Section 3.01(fsubsection 2.7B(iii); provided, provided that if such Non-US Lender shall have satisfied the requirements of the first sentence of this Section 3.01(fsubsection 2.7B(iii)(a) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it such Non-US Lender became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicablesubsection 2.7B(iii)(d) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 in the event thatto subsection 2.7B(ii)(c) if, 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 Non-US Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Non-US Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officesubsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (i) Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a "Non-US Lender") shall deliver to the Administrative Agent and the Parent Borrower(for transmission to Company), on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to signature pages hereof on the extent that such Lender has not already delivered such formsClosing Date) or on or prior to the date on which such Lender Person becomes a party to this Agreement (in the case of each other Lender)Lender hereunder, and at such other times as may be necessary in the determination of the Parent Borrower or the Administrative Agent (each in the its reasonable exercise of its discretion), (i) two original executed copies of Internal Revenue Service Form W-8IMY (with appropriate attachments), W-8BEN, W-8BEN-E, or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such LenderLender and, and to the extent such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish Lender is eligible, such form shall note that such Lender is not subject to deduction or withholding (withholding, or is subject to a reduced deduction or withholding) withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Loan Documents, or and (ii) in the case of a if such Lender that is not a “bank” claiming exemption from United States federal income tax under Section 871(h) or other Person described in Section 881(c)(3881(c) of the Internal Revenue Code, a Certificate re Regarding Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments) (or, in each case, any successor forms)Status, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, forms or certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(fclause (d) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates forms or other evidencecertificates, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, forms or certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent and the Parent Borrower (for transmission to Company) two new original updated executed copies of Internal Revenue Service Form W-8IMY (with appropriate attachments thereto), W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (oror W-8ECI, in each caseas applicable, any successor form)and, or if applicable, a Certificate re Regarding Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E (or W-8IMY (including any required attachments)(or, in each case, any successor forms), as the case may be, properly completed and duly executed by such Lender, or notify Administrative Agent and Company of its inability to deliver any such other documentation required forms or certificates. (ii) If a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the Code applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Company and Administrative Agent at the time or times prescribed by Requirements of Law and at such time or times reasonably requested by Company or Administrative Agent such documentation prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Parent Borrower Internal Revenue Code) and such additional documentation reasonably requested by Company or the Administrative Agent as may be necessary for Borrowers and Administrative Agent to confirm comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subclause (ii), FATCA shall include any amendments made to FATCA after the date of this Agreement. (iii) Each Lender that is a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes shall deliver to Administrative Agent (for transmission to Company), on or prior to the Closing Date (in the case of each such Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date such Person becomes a Lender hereunder, and at such other times as may be necessary in the determination of Administrative Agent (in its reasonable exercise of its discretion), two executed copies of Internal Revenue Service Form W-9 (or any successor forms) properly completed and duly executed by such Lender to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax backup withholding taxes with respect to any payments to such Lender under the Credit Documentsof principal, or notify the Administrative Agent and the Parent Borrower of its inability to deliver any such formsinterest, certificates fees or other evidence. No Borrower shall be required to pay amounts payable under any additional amount or make any indemnity payments to any Lender under this Section 3.01 to the extent such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence of this Section 3.01(f); provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officeLoan Documents.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to the Administrative Agent and the Parent Borrowerfor transmission to Borrowers, on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to signature pages hereof on the extent that such Lender has not already delivered such formsClosing Date) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower Borrowers or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Borrowers to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a if such Lender that is not a “bank” or other Person described in Section 881(c)(3) of the CodeInternal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (including any required attachments) (or, in each case, any successor formsform), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Borrowers to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such . Each Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower Agent and Borrowers on or prior to the Effective Closing Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholdingwithholding tax, or otherwise prove that it is entitled to such an exemption. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent and the Parent Borrower for transmission to Borrowers two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (including any required attachments)(or, in each case, any successor formsform), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Borrowers to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and the Parent each Borrower of its inability to deliver any such forms, certificates or other evidence. No Borrower Borrowers shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 to the extent 2.20(b)(iii) if such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the first second sentence of this Section 3.01(f2.20(c), or (2) to notify Administrative Agent and Borrowers of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f2.20(c) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable2.20(c) shall relieve a each Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 2.20 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending office.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (a) Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “organized under the laws of any jurisdiction other than the United States person” or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30for purposes of this subsection 2.7B(iii), a "Non-US Lender") of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and the Parent Borrowerfor transmission to Company, on or prior to the Effective Date (in the case of each Lender as of listed on the Effective Date to the extent that such Lender has not already delivered such formssignature pages hereof) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower Company or the Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY 1001 or 4224 (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent regulations issued thereunder to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) in the case of a if such Lender that is not a “"bank” " or other Person described in Section 881(c)(3) of the CodeInternal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (1) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 W-8 (or any successor form), properly completed and duly executed by such Lender, certifying together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such U.S. Lender is entitled not subject to an exemption from deduction or withholding of United States backup withholding. federal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documents. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(fsubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly (1) deliver to the Administrative Agent and the Parent Borrower for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form)1001 or 4224, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments)(or, in each case, any successor forms)W-8, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent in order to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) notify the Administrative Agent and the Parent Borrower Company of its inability to deliver any such forms, certificates or other evidence. No Borrower . (c) Company shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 clause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the extent such additional amounts requirements of clause (a) or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence (b)(1) of this Section 3.01(fsubsection 2.7B(iii); provided, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(fsubsection 2.7B(iii)(a) on or prior to the Original Closing Effective Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment and Assumption or the Amendment Agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 3.01(f) (if applicablesubsection 2.7B(iii)(c) shall relieve a Borrower Company of its obligation to pay any additional amounts pursuant this Section 3.01 to clause (c) 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officesubsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to the Administrative Agent and the Parent Borrowerfor transmission to Borrowers, on or prior to the Effective Restatement Closing Date (in the case of each Lender as of party hereto on the Effective Date to the extent that such Lender has not already delivered such formsRestatement Closing Date) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower Borrowers or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Borrowers to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a if such Lender that is not a “bank” or other Person described in Section 881(c)(3) of the CodeInternal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (including any required attachments) (or, in each case, any successor formsform), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Borrowers to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent and the Parent Borrower for transmission to Borrowers two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (including any required attachments)(or, in each case, any successor formsform), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Borrowers to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and the Parent Borrower Borrowers of its inability to deliver any such forms, certificates or other evidence. No Borrower Borrowers shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 to the extent 2.20(b)(iii) if such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the first second sentence of this Section 3.01(f2.20(c), or (2) to notify Administrative Agent and Borrowers of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f2.20(c) on the Original Restatement Closing Date or on the date of the Assignment and Assumption or the Amendment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable2.20(c) shall relieve a Borrower Borrowers of its their obligation to pay any additional amounts pursuant this Section 3.01 2.20 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending office.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and the Parent Borrower, on or prior to the Effective Date (in the case of each Lender as of the Effective Date to the extent that such Lender has not already delivered such forms) or on or prior to the date on which such Lender becomes a party to this Agreement (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BENX-0XXX-EX, W-8ECI X-0XXX and/or W-8IMY (including any required attachments) (or, in each case, any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Lender that is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent and the Parent Borrower two new original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BENX-0XXX-EX, W-8ECI X-0XXX and/or W-8IMY (including any required attachments) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments)(or, in each case, any successor forms), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No Borrower shall be required to pay any additional amount or make any indemnity payments to any Lender under this Section 3.01 to the extent such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence of this Section 3.01(f); provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such XxxxxxLender’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending office.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07i) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) Each Investor that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax Tax purposes shall (a “Non-US Investor”) shall, to the extent it is legally entitled to do so, deliver to the Administrative Agent Issuer and the Parent BorrowerCollateral Agent, on or prior to the Effective Closing Date (in the case of each Lender as of Investor listed on the Effective Date to signature pages hereof on the extent that such Lender has not already delivered such formsClosing Date) or on or prior to the date on which such Lender Person becomes a party to this Agreement (in the case of each other Lender)an Investor hereunder, and at such other times as may be necessary in the determination of the Parent Borrower or the Administrative Agent (each in the reasonable exercise of its discretion)Issuer, (i) two original copies of Internal Revenue Service Form W-8IMY (with appropriate attachments), W-8BEN, W-8BEN-E, E or W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent Investor to establish that such Lender Investor is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax Tax with respect to any payments to such Lender Investor of principal, interest, fees or other amounts payable under any of the Credit Note Documents, or and (ii) in if such Investor is claiming the case benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, a Lender certificate to the effect that such Investor is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii881(c)(3)(A) of the Treasury regulationsInternal Revenue Code, a “10 percent shareholder” of Issuer within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” related to Issuer as described in Section 881(c)(3)(C) of the Internal Revenue Code, duly executed by such Investor. Each Investor required to deliver any forms or certificates with respect to United States federal income Tax withholding matters pursuant to this Section 2.12(d) hereby agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any material respect, such Investor shall update such form or certification, or notify Collateral Agent and Issuer of its inability to deliver any such forms or certificates. (ii) If a payment made to an Investor under any Note Document would be subject to United States federal withholding Tax imposed by FATCA if such Investor were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such agent may Investor shall deliver two properly completed to Issuer and duly executed copies Collateral Agent at the time or times prescribed by law and at such time or times reasonably requested by Issuer or Collateral Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Service Form W-9 (Code) and such additional documentation reasonably requested by Issuer or successor form) instead of the delivery of the specified forms and certificates by the Lender Collateral Agent as may be necessary for Issuer to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so under FATCA and to the extent it determine that such Investor has not already done so, each Lender to the Parent Borrower, the U.S. Borrower complied with such Investor’s obligations under FATCA or to determine the Japanese Subsidiary Borrower amount to deduct and withhold from such payment. Solely for purposes of this Section 2.12(d)(ii), FATCA shall include any amendments made to FATCA after the date of this Agreement. (iii) Each Investor that is a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) (a “U.S. Lender”) for United States federal income Tax purposes shall deliver to the Administrative AgentIssuer or Collateral Agent upon such Person’s written request, the Parent Borrower on or prior to the Effective Closing Date (orin the case of each such Investor listed on the signature pages hereof on the Closing Date) or on or prior to the date such Person becomes an Investor hereunder, if laterand at such other times as may be necessary in the determination of Issuer or Collateral Agent (each, in its reasonable exercise of its discretion), two copies of Internal Revenue Service Form W-9 duly executed by such Investor certifying that such Investor is exempt from United States federal backup withholding Taxes with respect to any payments to such Investor of principal, interest, fees or other amounts payable under any of the Note Documents. (iv) Any Investor shall, to the extent it is legally entitled to do so, deliver to Issuer, on or prior to the date on which such Lender Investor becomes a party to an Investor under this Agreement) two original copies of Internal Revenue Service Form W-9 Agreement (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f) hereby agrees, from time to time after thereafter upon the initial delivery by such Lender reasonable request of such forms, certificates or other evidence, whenever a lapse in time, a change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent and the Parent Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor formCompany), or a Certificate re Non-Bank Status and two original executed copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments)(or, in each case, any successor forms), such number as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably shall be requested by the Parent Borrower or the Administrative Agent to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholdingrecipient) of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No Borrower shall be required to pay any additional amount or make any indemnity payments to any Lender under this Section 3.01 to the extent such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence of this Section 3.01(f); provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 in the event that, form prescribed by applicable law as a result of any change basis for claiming exemption from or a reduction in any applicable lawwithholding Tax, treaty duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Issuer to determine the withholding or governmental rule, regulation or order, or any change deduction required to be made. Notwithstanding anything to the contrary in the interpretationpreceding two sentences, administration or application thereofthe completion, execution and submission of such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is documentation shall not subject to withholding as described herein; and provided, further, that be required if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence Investor’s reasonable judgment such completion, execution or submission would subject such Investor to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officeInvestor.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to the Administrative Agent and the Parent Borrowerfor transmission to Company, on or prior to the Effective Closing Date (in the case of each Lender as of listed on the Effective Date to signature pages hereof on the extent that such Lender has not already delivered such formsClosing Date) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower Company or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI X-0XXX and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Company to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a if such Lender that is not a “bank” or other Person described in Section 881(c)(3) of the CodeInternal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (including any required attachments) (or, in each case, any successor formsform), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Company to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such . Each Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a “U.S. Lender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to the Administrative Agent, the Parent Borrower Agent and Company on or prior to the Effective Closing Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholdingwithholding tax, or otherwise prove that it is entitled to such an exemption. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent and the Parent Borrower for transmission to Company two new original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI X-0XXX and/or W-8IMY (including any required attachments) (or, in each case, any successor formforms), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (including any required attachments)(or, in each case, any successor formsform), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent Company to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and the Parent Borrower Company of its inability to deliver any such forms, certificates or other evidence. No Borrower Company shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 to the extent 2.20(b)(iii) if such additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the first second sentence of this Section 3.01(f2.20(c), or (2) to notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f2.20(c) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable2.20(c) shall relieve a Borrower Company of its obligation to pay any additional amounts pursuant this Section 3.01 2.20 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending office.

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (a) Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 2.7B(iii), a “United States person” (as such term is defined in Section 7701(a)(30Non-US Lender”) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and the Parent to Borrower, on or prior to the Effective Date (in the case of each Lender as of listed on the Effective Date to the extent that such Lender has not already delivered such formssignature pages hereof) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Non-US Lender, or, in the case of a Non-US Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest”, a Form W-8BEN, and, in the case of a Non-US Lender that has certified in writing to Administrative Agent that it is not a “bank” (as defined in Section 881(c)(3)(A) of the Internal Revenue Code), a certificate (the “Certificate re: Non-Bank Status”) of such Non-US Lender certifying that such Non-US Lender is not (i) a “bank” for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Borrower, or (iii) a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code) in each case together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Non-US Lender is not subject to United States withholding tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (b) Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent and to Borrower, on or prior to the Effective Date (in the case of each Non-US Lender listed on the signature pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Non-US Lender), or on such later date when such Non-US Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of the forms or statements required to be provided by such Non-US Lender under subsection 2.8B(iii)(a), properly completed and duly executed by such Non-US Lender, to establish the portion of any such sums paid or payable with respect to which such Non-US Lender acts for its own account that is not subject to United States withholding tax, and (2) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, or any successor forms), as applicable, ) properly completed and duly executed by such Non-US Lender, together with any information, if any, such Non-US Lender chooses to transmit with such form, and such any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by the Parent Borrower or the Administrative Agent regulations issued thereunder, to establish that such Non-US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax acting for its own account with respect to a portion of any payments such sums payable to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Lender that is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BENUS Lender. (c) Each Non-E or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; provided, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 3.01(f) hereby agrees, from time to time after the initial delivery by such Non-US Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respectrespect or if, by virtue of a change in law or regulations, such forms are no longer valid evidence of a Person’s exemption from withholding tax which is reasonably satisfactory to Borrower, that such Non-US Lender shall promptly (1) deliver to the Administrative Agent and the Parent to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BENrenewals, W-8BEN-E amendments or W-8IMY (including any required attachments)(or, in each case, any additional or successor forms), as the case may be, properly completed and duly executed by such Non-US Lender, and such together with any other documentation certificate or statement of exemption required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent in order to confirm or establish that such Non-US Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income withholding tax with respect to payments to such Non-US Lender under the Credit DocumentsLoan Documents and, as the case may be, that such Non-US Lender does not act for its own account with respect to any portion of any such payments, or (2) notify the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No . (d) Borrower shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 clause (c) of subsection 2.7B(ii) with respect to any Tax required to be deducted or withheld (1) on the extent basis of the information, certificates or statements of exemption such additional amounts Lender chooses to transmit with an Internal Revenue Service Form W-8IMY pursuant to subsection 2.7B(iii)(b)(2) or indemnity payments relate to U.S. federal withholding taxes resulting from (2) as a result of such Non-US Lender’s failure to deliver satisfy the formsrequirements of clause (a), certificates (b) or other evidence referred to in the first sentence (c)(1) of this Section 3.01(fsubsection 2.7B(iii); provided, provided that if such Non-US Lender shall have satisfied the requirements of the first sentence of this Section 3.01(fsubsection 2.7B(iii)(a) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it such Non-US Lender became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicablesubsection 2.7B(iii)(d) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 in the event thatto subsection 2.7B(ii)(c) if, 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 Non-US Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Non-US Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officesubsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Without limiting the generality of the foregoing, to the extent legally able to do so, each (a) Each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower) that is not organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 2.7B(iii), a “United States person” (as such term is defined in Section 7701(a)(30Non-US Lender”) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent and the Parent to Borrower, on or prior to the Effective Date (in the case of each Lender as of party hereto on the Effective Date to the extent that such Lender has not already delivered such formsDate) or on or prior to the date on of the Assignment Agreement pursuant to which such Lender it becomes a party to this Agreement Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Parent Borrower or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Lender, or, in the case of a Non-US Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest”, a form W-8BEN, and, in the case of a Lender that has certified in writing to Administrative Agent that it is not a “bank” (as defined in Section 881(c)(3)(A) of the Internal Revenue Code), a certificate of such Lender certifying that such Lender is not (i) a “bank” for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Borrower or Holdings, or (iii) a controlled foreign corporation related to Borrower or Holdings (within the meaning of Section 864(d)(4) of the Internal Revenue Code) in each case together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to United States withholding tax with respect to any payments to such Lender of interest payable under any of the Loan Documents. (b) Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent and to Borrower, on or prior to the Effective Date (in the case of each Lender party hereto on the Effective Date), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), or on such later date when such Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any the forms or statements required attachments) (or, in each case, any successor forms), as applicable, properly completed and duly executed to be provided by such Lender, and such other documentation required Lender under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Lender that is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (including any required attachments) (or, in each case, any successor formssubsection 2.7B(iii)(a), properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender under any of the Credit Documents; providedwithholding tax, however, if payment to a Lender is made to an “agent” of such Lender that is a “U.S. person” and a “financial institution” (each within the meaning of Section 1.1441-1(b)(2)(ii) of the Treasury regulations), such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-9 (or successor form) instead of the delivery of the specified forms and certificates by the Lender to the Parent Borrower and the Administrative Agent (unless the Administrative Agent has reason to believe that such agent will not comply with its obligations to withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower, the U.S. Borrower or to the Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Parent Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement2) two original copies of Internal Revenue Service Form W-9 W-8IMY (or any successor form), forms) properly completed and duly executed by such Lender, certifying together with any information, if any, such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder, to establish that such U.S. Lender is entitled to an exemption from United States backup withholding. Each Lender required to deliver any forms, certificates or other evidence not acting for its own account with respect to United States federal income tax withholding matters pursuant a portion of any such sums payable to this Section 3.01(fsuch Lender. (c) Each Non-US Lender hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, a time or change in circumstances or operation of law renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respectrespect or in the event that, by virtue of a change in law or regulations, such forms are no longer valid evidence of a person’s exemption from withholding tax which is reasonably satisfactory to the Borrower, that such Lender shall promptly (1) deliver to the Administrative Agent and the Parent to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI and/or W-8IMY (including any required attachments) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BENrenewals, W-8BEN-E amendments or W-8IMY (including any required attachments)(or, in each case, any additional or successor forms), as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent in order to confirm or establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income withholding tax with respect to payments to such Lender under the Credit DocumentsLoan Documents and, as the case may be, that such Lender does not act for its own account with respect to any portion of any such payments, or (2) notify the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. No . (d) Borrower shall not be required to pay any additional amount or make any indemnity payments to any Non-US Lender under this Section 3.01 clause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the extent such additional amounts requirements of clause (a), (b) or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence referred to in the first sentence (c)(1) of this Section 3.01(fsubsection 2.7B(iii); provided, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(fsubsection 2.7B(iii)(a) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it such Lender became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicablesubsection 2.7B(iii)(d) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 to subsection 2.7B(ii)(c) 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 forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Xxxxxx’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending officesubsection 2.7B(iii)(a).