Common use of Evidence of Exemption from Withholding Taxes Clause in Contracts

Evidence of Exemption from Withholding Taxes. (1) Each Lender that is 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 "NON-US LENDER") shall Annex A-3 deliver to Agent for transmission to Company, on or prior to the Closing Date (in 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 Company or Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (2) Each UK Bridge Lender (other than a UK Qualifying Lender; PROVIDED that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Lender that is organized under the laws of any jurisdiction other than France or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-FRENCH BRIDGE LENDER") agrees to deliver to Xxxx France and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by such Non-French Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-French Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the French Bridge Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-JAPANESE BRIDGE LENDER") agrees to deliver to Xxxx Japan and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Loans. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters or UK, French or Japanese income tax withholding matters pursuant to subsection 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 or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall (1)(W) in the case of any Non-US Lender, promptly deliver to Agent for transmission to Company two new original copies of Internal Revenue Service Form 1001 or 4224, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be, (X) in the case of any Non-French Bridge Lender, promptly deliver to Agent for transmission to Xxxx France such certificates, documents or other evidence as may be required from time to time under the third paragraph of subsection 2.7B(iii)(a), (Y) in the case of any Non-Japanese Bridge Lender, promptly deliver to Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second paragraph of subsection 2.7B(iii)(a), in each case properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish that such Lender is not subject to deduction or withholding of United States, French, Japanese or UK (as applicable) Tax with respect to payments to such Lender under the Loan Documents or (2) notify Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. (c) The Borrower shall not be required to pay any additional amount to or in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Non-Japanese Bridge Lender or UK Bridge Lender that is not a UK Bridge Indemnifying Lender in respect of that payment, as the case may be, under clause (c) of subsection 2.7B(ii) if such Lender shall both (i) have failed to satisfy the requirements of clause (a) or (b) (PROVIDED that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to Agent and Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) and (ii) is not a UK Qualifying Lender; PROVIDED FURTHER that if such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) (in the case of any payment, or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after the date of such Assignment Agreement or (in any other case) after the Closing Date (hereinafter, the "RELEVANT DATE"), or is a UK Qualifying Lender on the Relevant Date, as the case may be, nothing in this subsection 2.7B(iii)(c) shall relieve the Borrower of its obligation to pay any additional amounts pursuant 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 either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is exempt from withholding tax or is subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any French Bridge Indemnifying Lender if Agent is not either a French Bridge corporation or a bank which has and acts through a permanent establishment in France and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date. (e) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any Japanese Bridge Indemnifying Lender if Agent is not either a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date.

Evidence of Exemption from Withholding Taxes. (1a) Each Lender that is organized under the laws of any jurisdiction other than the not a United States or any state or other political subdivision thereof Person within the meaning of Section 7701(a)(30) of the Internal Revenue Code (for purposes of this subsection 2.7B(iii), a "NON-US LENDER") shall Annex A-3 deliver to Administrative Agent for transmission to and Company, on or prior to the Closing Date (in 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 Company or Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, together with any other form, certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish thereunder, in each case establishing that such Non-US Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, together with any other form, certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish thereunder, in each case establishing that such Non-US Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (2) Each UK Bridge Lender (other than a UK Qualifying Lender; PROVIDED that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Lender that is organized under the laws of any jurisdiction other than France or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-FRENCH BRIDGE LENDER") agrees to deliver to Xxxx France and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by such Non-French Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-French Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the French Bridge Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-JAPANESE BRIDGE LENDER") agrees to deliver to Xxxx Japan and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Loans. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters or UK, French or Japanese income tax withholding matters pursuant to subsection 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 or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall (1)(W1) in the case of any Non-US Lender, promptly deliver to Administrative Agent for transmission to Company and Company, two new original copies of Internal Revenue Service Form 1001 or 4224, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be, (X) in the case of any Non-French Bridge Lender, promptly deliver to Agent for transmission to Xxxx France such certificates, documents or other evidence as may be required from time to time under the third paragraph of subsection 2.7B(iii)(a), (Y) in the case of any Non-Japanese Bridge Lender, promptly deliver to Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second paragraph of subsection 2.7B(iii)(a), in each case properly completed and duly executed by such Lender, together with any other form, certificate or statement of exemption required in order to confirm confirming or establish establishing that such Lender is not subject to any deduction or withholding of United States, French, Japanese or UK (as applicable) Tax States federal income tax with respect to payments to such Lender under the Loan Documents or (2) notify Administrative Agent and Borrower Company of its inability to deliver any such forms, certificates or other evidence. (c) The Borrower Company shall not be required to pay any additional amount to or any Lender in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Non-Japanese Bridge Lender or UK Bridge Lender that is not a UK Bridge Indemnifying Lender in respect of that payment, as the case may be, Covered Tax under clause (c) of subsection 2.7B(ii) or clause (i) of subsection 2.7A or clause (i) of Section 3.6, (X) in the case of a Non-U.S. Lender, if (1) such Lender shall both (i) have failed to satisfy the requirements of clause (a) or (b) (PROVIDED that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to Agent and Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) or (2) to the extent such amount results from any Lender being treated as a "conduit entity" within the meaning of Treasury Regulation Section 1.881-3 or any successor provision thereto or (Y) in the case of any Lender, to the extent that such Covered Tax would not have been required to be imposed, deducted or withheld but for the failure of such Lender to comply with any certification, information or other reporting requirement as to nationality, residence or identity of such Lender which requirement such Lender would otherwise be able to comply with on the date requested by the Company, provided that at least 60 days prior to the -------- first payment date with respect to which the Company shall apply this clause (Y), Company shall have notified such Lender, in writing, that such Lender will be required to comply with such certification, information or other reporting requirement and (ii) provided further that -------- such compliance is not expressly required by law, statute, treaty, ruling regulation or administrative practice of jurisdiction imposing such Covered Tax as a UK Qualifying Lendernecessary precondition to reduction in the rate of, or exemption from, such Covered Tax; PROVIDED FURTHER that provided that, if such Lender -------- shall have satisfied the requirements of subsection 2.7B(iii)(a2.7B(iii) on the Closing Date (in the case of any payment, each Lender listed on the signature pages hereof) or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after on the date of such the Assignment Agreement or date of request by Company pursuant to which it became a Lender (in any other case) after the Closing Date (hereinafter, the "RELEVANT DATE"), or is a UK Qualifying Lender on the Relevant Date, as the case may beof each other Lender) and thereafter the requirements of subsection 2.7(iii)(b), nothing in this subsection 2.7B(iii)(c) shall relieve the Borrower Company of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change Change in any applicable law, treaty or governmental rule, regulation or order, or any change Law occurring after the date hereof (in the interpretation, administration case of each Lender listed on the signature pages hereof) or application thereofafter the date of the Assignment Agreement pursuant to which such Lender becomes a Lender (in the case of each other Lender), such Lender either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver any forms, certificates certificates, statements or other evidence at a subsequent date establishing the fact that such Lender is exempt from withholding tax or is not subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount under or clause (ci) of subsection 2.7B(ii) to any French Bridge Indemnifying Lender if Agent is not either a French Bridge corporation or a bank which has and acts through a permanent establishment in France and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date3.6. (e) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any Japanese Bridge Indemnifying Lender if Agent is not either a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date.

Evidence of Exemption from Withholding Taxes. (1) Each Lender that is 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 "NONNon-US LENDERLender") shall Annex A-3 deliver to Administrative Agent for transmission to Company, on or prior to the Closing Date (in 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 Company or Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (2) Each UK Bridge Lender (other than a UK Qualifying Lender; PROVIDED that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Lender that is organized under the laws of any jurisdiction other than France or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-FRENCH BRIDGE LENDER") agrees to deliver to Xxxx France and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by such Non-French Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-French Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the French Bridge Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NONNon-JAPANESE BRIDGE LENDERJapanese Lender") agrees to deliver to Xxxx Japan and Japanese Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Loans. (3) Each US/UK Lender that is organized under the laws of any jurisdiction other than the UK or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "Non-UK Lender", agrees to deliver to Xxxx UK and Administrative Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-UK Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-UK Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the UK Loans. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters, Japanese income tax withholding matters or UK, French or Japanese UK income tax withholding matters pursuant to subsection 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 or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall (1)(W1) promptly deliver to Agent for transmission to Borrower (X) in the case of any Non-US Lender, promptly deliver to Agent for transmission to Company two new original copies of Internal Revenue Service Form 1001 or 4224, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be, (XY) in the case of any Non-French Bridge Japanese Lender, promptly deliver such certificates, documents or other evidence as may be required from time to Agent for transmission to Xxxx France time under the second paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any Non-UK Lender, such certificates, documents or other evidence as may be required from time to time under the third paragraph of subsection 2.7B(iii)(a), (Y) in the case of any Non-Japanese Bridge Lender, promptly deliver to Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second paragraph of subsection 2.7B(iii)(a), in each case properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish that such Lender is not subject to deduction or withholding of United States, French, Japanese or UK (as applicable) Tax with respect to payments to such Lender under the Loan Documents or (2) notify Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence. (c) The Borrower shall not be required to pay any additional amount to or in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Japanese Lender or Non-Japanese Bridge Lender or UK Bridge Lender that is not a UK Bridge Indemnifying Lender in respect of that paymentLender, as the case may be, under clause (c) of subsection 2.7B(ii) if such Lender shall both (i) have failed to satisfy the requirements of clause (a) or (b) (PROVIDED that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to Agent and Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) and (ii) is not a UK Qualifying Lender); PROVIDED FURTHER provided that if such Lender shall -------- have satisfied the requirements of subsection 2.7B(iii)(a) on the Closing Date (in the case of any payment, each Lender listed on the signature pages hereof) or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after on the date of such the Assignment Agreement or pursuant to which it became a Lender (in any the case of each other caseLender) after the Closing Date (hereinafter, the "RELEVANT DATERelevant Date"), or is a UK Qualifying Lender on the Relevant Date, as the case may be, nothing in this subsection 2.7B(iii)(c) shall relieve the Borrower of its obligation to pay any additional amounts pursuant 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 either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is exempt from withholding tax or is subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount to any Indemnifying Lender under clause (c) of subsection 2.7B(ii) to any French Bridge if such Indemnifying Lender if Agent is not either a French Bridge corporation shall have failed to satisfy the requirements of clause (a) or a bank which has and acts through a permanent establishment in France and holds a valid Certificate (b) of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, this subsection 2.7B(iii); provided that nothing in this subsection 2.7(iii2.7B(iii)(d) shall relieve -------- the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a UK Bridge Lender, as in the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact event that such Indemnifying Lender is not as of the Closing Date (in the case of each other Indemnifying Lender) or as of the Relevant Date (in the case of each other Indemnifying Lender), or is no longer thereafter, properly entitled to deliver forms, certificates or other evidence establishing the fact that such Indemnifying Lender is exempt from Tax (other withholding tax or is subject to withholding tax at a rate higher than Tax on its overall net income) with respect to payments received from such Borrowerthe Relevant Date, as described in subsection 2.7B(iii)(a), whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Datethereof. (e) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any Japanese Bridge Indemnifying Lender if Agent is not either a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date.

Evidence of Exemption from Withholding Taxes. (1a) Each US Lender that is organized under the laws of any jurisdiction other than the not a United States or any state or other political subdivision thereof Person within the meaning of Section 7701(a)(30) of the Internal Revenue Code (for purposes of this subsection 2.7B(iii), a "NON-US LENDER") shall Annex A-3 deliver to US Administrative Agent for transmission to and Company, on or prior to the Closing Date (in the case of each US Lender listed on the 66 signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a US Lender (in the case of each other US Lender), and at such other times as may be necessary in the determination of Company or US Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 W-8BEN or 4224 W-8ECI (or any successor forms), properly completed and duly executed by such Non-US Lender, together with any other form, certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish thereunder, in each case establishing that such Non-US Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Priority Secured Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 W-8BEN or 4224 W-8ECI pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of the appropriate Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, together with any other form, certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish thereunder, in each case establishing that such Non-US Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Priority Secured Loan Documents. (2) Each UK Bridge Lender (other than a UK Qualifying Lender; PROVIDED provided, however, that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge event that a Non-U.S. Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Lender an entity that is organized under the laws not a corporation of any jurisdiction other than France or any political subdivision thereof (U.S. federal income tax purposes, such Non-U.S. Lender agrees, for purposes of clause (X) or (Y) of this subsection 2.7B(iii2.7B(iii)(a), a "NON-FRENCH BRIDGE LENDER") agrees to take any actions necessary, and to deliver all additional (or alternative) Internal Revenue Service forms necessary to Xxxx France establish in accordance with the Internal Revenue Code and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by the Treasury Regulations promulgated thereunder that such Non-French Bridge Lender, U.S. Lender is not subject to establish the basis for any applicable exemption from deduction or reduction withholding of Taxes United States federal income tax with respect to any payments to such Non-French Bridge Lender of principal, interest, fees, commissions fees or any other amount amounts payable under this Agreement any of the Loan Documents (including causing its partners, members, beneficiaries or the French Bridge Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii)owners, a "NON-JAPANESE BRIDGE LENDER") agrees to deliver to Xxxx Japan and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Lendertheir beneficial owners, to take any actions and deliver any forms necessary to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Loansexemption). (b) Each US Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters or UK, French or Japanese income tax withholding matters pursuant to subsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such US Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such US Lender shall (1)(W1) in the case of any Non-US Lender, promptly deliver to Administrative Agent for transmission to Company and Company, two new original copies of Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI, or a Certificate re Non-Bank Status and two original copies of the appropriate Internal Revenue Service Form W-8, as the case may be, (X) in and any such other or additional Internal Revenue Service form required to be delivered pursuant to the case of any Non-French Bridge Lender, promptly deliver to Agent for transmission to Xxxx France such certificates, documents or other evidence as may be required from time to time under the third paragraph provision of subsection 2.7B(iii)(a), (Y) in the case of any Non-Japanese Bridge Lender, promptly deliver to Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second paragraph of subsection 2.7B(iii)(a), in each case properly completed and duly executed by such US Lender, together with any other form, certificate or statement of exemption required in order to confirm confirming or establish establishing that such US Lender is not subject to any deduction or withholding of United States, French, Japanese or UK (as applicable) Tax States federal income tax with respect to payments to such US Lender under the Priority Secured Loan Documents (provided that in the case of a new form or certificate to be provided under this section 2.7B(iii)(b)(1) due to a lapse in time, Company shall have first notified US Lender and US Administrative Agent in writing at least 60 days prior to the expiration of such obsolete form or certificate that such US Lender will be required to comply with such requirements) or (2) notify US Administrative Agent and Borrower Company of its inability to deliver any such forms, certificates or other evidence. (c) The Borrower Company shall not be required to pay any additional amount to or any US Lender in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Non-Japanese Bridge Lender or UK Bridge Lender that is not a UK Bridge Indemnifying Lender in respect of that payment, as the case may be, Covered Tax under clause (c) of subsection 2.7B(ii) if such Lender shall both or clause (i) of subsection 2.7A, clause (i) of subsection 3.6 or make any payments pursuant to section 2.7C, (x) in the case of a Non-US Lender, if (1) such US Lender shall have failed to satisfy the requirements of clause (a) or (b) (PROVIDED that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to Agent and Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) and such Covered Tax would not have been required to be imposed, deducted or withheld but for such failure or (ii2) to the extent such amount results from any US Lender being treated as a "conduit entity" within the meaning of Treasury Regulation Section 1.881-3 or any successor provision thereto or (y) in the case of any US Lender, to the extent that such Covered Tax would not have been required to be imposed, deducted or withheld but for the failure of such US Lender to comply with any certification, information or other reporting requirement as to nationality, residence or identity of such US Lender which requirement such US Lender would otherwise be able to comply with on the date requested by Company, provided that at least 60 days prior to the first payment date with respect to which Company shall apply this clause (y), Company shall have notified such US Lender, in writing, that such US Lender will be required to comply with such certification, information or other reporting requirement and provided, further, that such compliance is not expressly required by law, statute, treaty, ruling regulation or administrative practice of jurisdiction imposing such Covered Tax as a UK Qualifying Lendernecessary precondition to reduction in the rate of, or exemption from, such Covered Tax; PROVIDED FURTHER that provided that, if such any US Lender shall have satisfied the requirements of subsection 2.7B(iii)(a2.7B(iii) on the Closing Date (in the case of any payment, each US Lender listed on the signature pages hereof) or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after on the date of such the Assignment Agreement pursuant to which it became a US Lender or date of request by Company (in any other case) after the Closing Date (hereinafter, the "RELEVANT DATE"), or is a UK Qualifying Lender on the Relevant Date, as the case may beof each other US Lender) and thereafter the requirements of subsection 2.7B(iii)(b), nothing in this subsection 2.7B(iii)(c) shall relieve the Borrower Company of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change Change in any applicable law, treaty or governmental rule, regulation or order, or any change Law occurring after the date hereof (in the interpretation, administration case of each US Lender listed on the signature pages hereof) or application thereofafter the date of the Assignment Agreement pursuant to which such US Lender becomes a US Lender (in the case of each other US Lender), such US Lender either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver any forms, certificates certificates, statements or other evidence at a subsequent date establishing the fact that such US Lender is exempt from withholding tax or is not subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount under or clause (ci) of subsection 2.7B(ii) to any French Bridge Indemnifying Lender if Agent is not either a French Bridge corporation or a bank which has and acts through a permanent establishment in France and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date3.6. (e) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any Japanese Bridge Indemnifying Lender if Agent is not either a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date.

Evidence of Exemption from Withholding Taxes. (1) Each Domestic Lender or Tranche B Term Loan Lender that is 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 "NONNon-US LENDERLender") shall Annex A-3 deliver to Agent for transmission to Company, on or prior to the Closing Date (in the case of each Domestic Lender or Tranche B Term Loan Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender or Tranche B Term Loan Lender (in the case of each other LenderDomestic Lender or Tranche B Term Loan Lender ), and at such other times as may be necessary in the determination of Company or Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (2) Each UK Bridge Lender (other than a UK Qualifying Lender; PROVIDED that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Canadian Lender that is organized under the laws of any jurisdiction other than France Canada or any political subdivision province thereof (for purposes of this subsection 2.7B(iii), a "NON-FRENCH BRIDGE LENDER") or is not resident in Canada agrees to deliver to Xxxx France Canadian Borrowers and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by such Non-French Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-French Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the French Bridge Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-JAPANESE BRIDGE LENDER") agrees to deliver to Xxxx Japan and Canadian Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Canadian Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Canadian Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Canadian Term Loans. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters or UK, French or Japanese Canadian income tax withholding matters pursuant to subsection 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 or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall (1)(W1) in the case of any Non-US Lender, promptly deliver to Agent for transmission to Company (X) in the case of any Domestic Lender or Tranche B Term Loan Lender , two new original copies of Internal Revenue Service Form 1001 or 4224, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be, or (XY) in the case of any Non-French Bridge Canadian Lender, promptly deliver to Agent for transmission to Xxxx France such certificates, documents or other evidence as may be required from time to time under the third paragraph of subsection 2.7B(iii)(a), (Y) in the case of any Non-Japanese Bridge Lender, promptly deliver to Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second paragraph of subsection 2.7B(iii)(a2.7B(iii)(a)(2), in each case properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish that such Lender is not subject to deduction or withholding of United States, French, Japanese States or UK Canadian (as applicable) Tax federal income tax with respect to payments to such Lender under the Loan Documents or (2) notify Agent and Borrower Company of its inability to deliver any such forms, certificates or other evidence. (c) The applicable Borrower shall not be required to pay any additional amount to or in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Non-Japanese Bridge Lender or UK Bridge Lender that is not a UK Bridge Indemnifying Lender in respect of that payment, as the case may be, under clause (c) of subsection 2.7B(ii) if such Lender shall both (i) have failed to satisfy the requirements of clause (a) or (b) (PROVIDED that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to Agent and Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) and (ii) is not a UK Qualifying Lender); PROVIDED FURTHER provided that if -------- such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) on the Closing Date (in the case of any payment, each Lender listed on the signature pages hereof) or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after on the date of such the Assignment Agreement or pursuant to which it became a Lender (in any other case) after the Closing Date (hereinafter, the "RELEVANT DATE"), or is a UK Qualifying Lender on the Relevant Date, as the case may beof each other Lender), nothing in this subsection 2.7B(iii)(c) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant 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 either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is exempt from withholding tax or is not subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any French Bridge Indemnifying Lender if Agent is not either a French Bridge corporation or a bank which has and acts through a permanent establishment in France and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date. (e) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any Japanese Bridge Indemnifying Lender if Agent is not either a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date.

Evidence of Exemption from Withholding Taxes. (1) Each Domestic Lender that is 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 "NONNon-US LENDERLender") shall Annex A-3 deliver to Agent for transmission to Company, on or prior to the Closing Date (in the case of each Domestic Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender (in the case of each other Domestic Lender), and at such other times as may be necessary in the determination of Company or Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (2) Each UK Bridge Lender (other than a UK Qualifying Lender; PROVIDED that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Canadian Lender that is organized under the laws of any jurisdiction other than France Canada or any political subdivision province thereof (for purposes of this subsection 2.7B(iii), a "NON-FRENCH BRIDGE LENDER") or is not resident in Canada agrees to deliver to Xxxx France and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by such Non-French Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-French Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the French Bridge Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-JAPANESE BRIDGE LENDER") agrees to deliver to Xxxx Japan Lakeland Canada and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Canadian Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Canadian Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Canadian Loans. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters or UK, French or Japanese Canadian income tax withholding matters pursuant to subsection 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 or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall (1)(W1) in the case of any Non-US Lender, promptly deliver to Agent for transmission to Company (X) in the case of any Domestic Lender, two new original copies of Internal Revenue Service Form 1001 or 4224, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be, (X) in the case of any Non-French Bridge Lender, promptly deliver to Agent for transmission to Xxxx France such certificates, documents or other evidence as may be required from time to time under the third paragraph of subsection 2.7B(iii)(a), (Y) in the case of any Non-Japanese Bridge Canadian Lender, promptly deliver to Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second paragraph of subsection 2.7B(iii)(a), in each case properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish that such Lender is not subject to deduction or withholding of United States, French, Japanese States or UK Canadian (as applicable) Tax federal income tax with respect to payments to such Lender under the Loan Documents or (2) notify Agent and Borrower Company of its inability to deliver any such forms, certificates or other evidence. (c) The applicable Borrower shall not be required to pay any additional amount to or in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Non-Japanese Bridge Lender or UK Bridge Lender that is not a UK Bridge Indemnifying Lender in respect of that payment, as the case may be, under clause (c) of subsection 2.7B(ii) if such Lender shall both (i) have failed to satisfy the requirements of clause (a) or (b) (PROVIDED that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to Agent and Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) and (ii) is not a UK Qualifying Lender); PROVIDED FURTHER provided that if such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) on the Closing Date (in the case of any payment, each Lender listed on the signature pages hereof) or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after on the date of such the Assignment Agreement or pursuant to which it became a Lender (in any other case) after the Closing Date (hereinafter, the "RELEVANT DATE"), or is a UK Qualifying Lender on the Relevant Date, as the case may beof each other Lender), nothing in this subsection 2.7B(iii)(c) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant 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 either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is exempt from withholding tax or is not subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any French Bridge Indemnifying Lender if Agent is not either a French Bridge corporation or a bank which has and acts through a permanent establishment in France and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date. (e) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any Japanese Bridge Indemnifying Lender if Agent is not either a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date.

Evidence of Exemption from Withholding Taxes. (1) Each Lender that is 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 "NON-US LENDER") shall Annex A-3 deliver to Administrative Agent for transmission to Company, on or prior to the Closing Effective Date (in 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 Company or Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (2) Each UK Bridge Lender (other than a UK Qualifying Lender; PROVIDED that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the 195 UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Lender that is organized under the laws of any jurisdiction other than France or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-FRENCH BRIDGE LENDER") agrees to deliver to Xxxx France and Administrative Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by such Non-French Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-French Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the French Bridge Revolving Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-JAPANESE BRIDGE LENDER") agrees to deliver to Xxxx Japan and Administrative Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Revolving Loans. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters or UK, French or Japanese income tax withholding matters pursuant to subsection 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 or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall (1)(W) in the case of any Non-US Lender, promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form 1001 or 4224, or a Certificate re Non-Non- Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be, (X) in the case of any Non-French Bridge Lender, promptly deliver to Administrative Agent for transmission to Xxxx France such certificates, documents or other evidence as may be required from time to time under the third paragraph of subsection 2.7B(iii)(a), (Y) in the 196 case of any Non-Japanese Bridge Lender, promptly deliver to Administrative Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second paragraph of subsection 2.7B(iii)(a), in each case properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish that such Lender is not subject to deduction or withholding of United States, French, Japanese or UK (as applicable) Tax with respect to payments to such Lender under the Loan Documents or (2) notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. (c) The Borrower shall not be required to pay any additional amount to or in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Non-Japanese Bridge Lender or UK Bridge Lender that is not a UK Bridge Indemnifying Lender in respect of that payment, as the case may be, under clause (c) of subsection 2.7B(ii) if such Lender shall both (i) have failed to satisfy the requirements of clause (a) or (b) (PROVIDED that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to Administrative Agent and Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) and (ii) is not a UK Qualifying Lender; PROVIDED FURTHER that if such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) (in the case of any payment, or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after the date of such Assignment Agreement or (in any other case) after the Closing Effective Date (hereinafter, the "RELEVANT DATE"), or is a UK Qualifying Lender on the Relevant Date, as the case may be, nothing in this subsection 2.7B(iii)(c) shall relieve the Borrower of its obligation to pay any additional amounts pursuant 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 either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is exempt from withholding tax or is subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any French Bridge Indemnifying Lender if Agent is not either a French Bridge corporation or a bank which has and acts through a permanent establishment in France and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date. (e) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any Japanese Bridge Indemnifying Lender if Agent is not either a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date.

Evidence of Exemption from Withholding Taxes. (1) Each Domestic Lender that is 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 "NONNon-US LENDERLender") shall Annex A-3 deliver to Agent for transmission to Company, on or prior to the Closing Date (in the case of each Domestic Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender (in the case of each other Domestic Lender), and at such other times as may be necessary in the determination of Company or Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (2) Each UK Bridge Lender (other than a UK Qualifying Lender; PROVIDED that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Canadian Lender that is organized under the laws of any jurisdiction other than France Canada or any political subdivision province thereof (for purposes of this subsection 2.7B(iii), a "NON-FRENCH BRIDGE LENDER") or is not resident in Canada agrees to deliver to Xxxx France Canadian Borrowers and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by such Non-French Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-French Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the French Bridge Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-JAPANESE BRIDGE LENDER") agrees to deliver to Xxxx Japan and Canadian Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Canadian Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Canadian Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Canadian Term Loans. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters or UK, French or Japanese Canadian income tax withholding matters pursuant to subsection 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 or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall (1)(W1) in the case of any Non-US Lender, promptly deliver to Agent for transmission to Company (X) in the case of any Domestic Lender, two new original copies of Internal Revenue Service Form 1001 or 4224, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be, or (XY) in the case of any Non-French Bridge Canadian Lender, promptly deliver to Agent for transmission to Xxxx France such certificates, documents or other evidence as may be required from time to time under the third paragraph of subsection 2.7B(iii)(a), (Y) in the case of any Non-Japanese Bridge Lender, promptly deliver to Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second paragraph of subsection 2.7B(iii)(a2.7B(iii)(a)(2), in each case properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish that such Lender is not subject to deduction or withholding of United States, French, Japanese States or UK Canadian (as applicable) Tax federal income tax with respect to payments to such Lender under the Loan Documents or (2) notify Agent and Borrower Company of its inability to deliver any such forms, certificates or other evidence. (c) The applicable Borrower shall not be required to pay any additional amount to or in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Non-Japanese Bridge Lender or UK Bridge Lender that is not a UK Bridge Indemnifying Lender in respect of that payment, as the case may be, under clause (c) of subsection 2.7B(ii) if such Lender shall both (i) have failed to satisfy the requirements of clause (a) or (b) (PROVIDED that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to Agent and Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) and (ii) is not a UK Qualifying Lender); PROVIDED FURTHER provided that if -------- such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) on the Closing Date (in the case of any payment, each Lender listed on the signature pages hereof) or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after on the date of such the Assignment Agreement or pursuant to which it became a Lender (in any other case) after the Closing Date (hereinafter, the "RELEVANT DATE"), or is a UK Qualifying Lender on the Relevant Date, as the case may beof each other Lender), nothing in this subsection 2.7B(iii)(c) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant 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 either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is exempt from withholding tax or is not subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any French Bridge Indemnifying Lender if Agent is not either a French Bridge corporation or a bank which has and acts through a permanent establishment in France and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date. (e) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any Japanese Bridge Indemnifying Lender if Agent is not either a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date.

Evidence of Exemption from Withholding Taxes. (1) Each Lender that is 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 "NON-US LENDER") shall Annex A-3 deliver to Administrative Agent for transmission to Company, on or prior to the Closing Date (in 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 Company or Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (2) Each Japanese Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-JAPANESE LENDER") agrees to deliver to Xxxx Japan and Japanese Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Loans. (3) Each US/UK Bridge Lender that has UK Term Loans or UK Revolving Loans (a "UK LENDER") (other than a UK Qualifying Lender; Lender (PROVIDED that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss)) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Lender that is organized under the laws of any jurisdiction other than France or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-FRENCH BRIDGE LENDER") agrees to deliver to Xxxx France and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by such Non-French Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-French Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the French Bridge Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-JAPANESE BRIDGE LENDER") agrees to deliver to Xxxx Japan and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Loans. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters, Japanese income tax withholding matters or UK, French or Japanese UK income tax withholding matters pursuant to subsection 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 or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall (1)(W1)(X) in the case of any Non-US Lender, promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form 1001 or 4224, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be, (X) in the case of any Non-French Bridge Lender, promptly deliver to Agent for transmission to Xxxx France such certificates, documents or other evidence as may be required from time to time under the third paragraph of subsection 2.7B(iii)(a), (Y) in the case of any Non-Japanese Bridge Lender, promptly deliver to Japanese Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth second paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second third paragraph of subsection 2.7B(iii)(a), in each case properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish that such Lender is not subject to deduction or withholding of United States, French, Japanese or UK (as applicable) Tax with respect to payments to such Lender under the Loan Documents or (2) notify Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence. (c) The Borrower shall not be required to pay any additional amount to or in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Non-Japanese Bridge Lender or US/UK Bridge Lender that is not a UK Bridge Loan Indemnifying Lender in respect of that payment, as the case may be, under clause (c) of subsection 2.7B(ii) if such Lender shall both (i) have failed to satisfy the requirements of clause (a) or (b) (PROVIDED that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to the Agent and the Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) and (ii) is not a UK Qualifying Lender; PROVIDED FURTHER that if such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) (in the case of any payment, or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after the date of such Assignment Agreement or (in any other case) after the Closing Date (hereinafter, the "RELEVANT DATE"), or is a UK Qualifying Lender on the Relevant Date, as the case may be, nothing in this subsection 2.7B(iii)(c) shall relieve the Borrower of its obligation to pay any additional amounts pursuant 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 either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is exempt from withholding tax or is subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any French Bridge Japanese Loan Indemnifying Lender if Agent the Japanese Funding Lender is not either a French Bridge Japanese corporation or a bank which has and acts through a permanent establishment in France Japan and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a US/UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A2.10A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date. (e) The Borrower shall not be required to pay any additional amount If: (i) Xxxx UK makes a payment under clause paragraph (c) of subsection 2.7B(ii) (a "TAX PAYMENT") in respect of a payment to any Japanese Bridge Indemnifying a UK Double Tax Treaty Lender if Agent is not either (that had duly fulfilled its obligations under subsection 2.7B(iii)), such payment having been made prior to Xxxx UK receiving a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Exemption notice from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation Inland Revenue permitting it to pay any additional amounts pursuant to clause gross, and (cii) that UK Double Tax Treaty Lender determines that it has obtained a refund of subsection 2.7B(ii) to an Indemnifying Lender which becomes Tax or obtained and used a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than credit against Tax on its overall net incomeOverall Net Income (a "TAX CREDIT") with which that UK Lender is attributable to that Tax Payment then, if in its absolute discretion it can do so without any adverse consequences, that UK Double Tax Treaty Lender shall reimburse Xxxx UK such amount as that UK Double Tax Treaty Lender shall reasonably determine to be such proportion of that Tax Credit as will leave that UK Double Tax Treaty Lender (after that reimbursement) in no better or worse position in respect of its world wide Tax liabilities than it would have been in if no Tax Payment had been required. No UK Double Tax Treaty Lender shall be obliged to payments received from such Borrower, whether or not as a result of disclose any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Dateinformation regarding its Tax affairs and computations.

Evidence of Exemption from Withholding Taxes. (1a) Each Lender that is 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 "NON-US LENDER") shall Annex A-3 deliver to Agent for transmission to Company, on or prior to the Closing Date (in 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 Company or Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (2) Each UK Bridge Lender (other than a UK Qualifying Lender; PROVIDED that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Lender that is organized under the laws of any jurisdiction other than France or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-FRENCH BRIDGE LENDER") agrees to deliver to Xxxx France and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by such Non-French Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-French Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the French Bridge Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-JAPANESE BRIDGE LENDER") agrees to deliver to Xxxx Japan and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Loans. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters or UK, French or Japanese income tax withholding matters pursuant to subsection 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 or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall (1)(W) in the case of any Non-US Lender, promptly deliver to Agent for transmission to Company two new original copies of Internal Revenue Service Form 1001 or 4224, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be, (X) in the case of any Non-French Bridge Lender, promptly deliver to Agent for transmission to Xxxx France such certificates, documents or other evidence as may be required from time to time under the third paragraph of subsection 2.7B(iii)(a), (Y) in the case of any Non-Japanese Bridge Lender, promptly deliver to Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second paragraph of subsection 2.7B(iii)(a), in each case properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish that such Lender is not subject to deduction or withholding of United States, French, Japanese or UK (as applicable) Tax with respect to payments to such Lender under the Loan Documents or (2) notify Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. (c) The Borrower shall not be required to pay any additional amount to or in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Non-Japanese Bridge Lender or UK Bridge Lender that is not a UK Bridge Indemnifying Lender in respect of that payment, as the case may be, under clause (c) of subsection 2.7B(ii) if such Lender shall both (i) have failed to satisfy the requirements of clause (a) or (b) (PROVIDED that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to Agent and Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) and (ii) is not a UK Qualifying Lender; PROVIDED FURTHER that if such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) (in the case of any payment, or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after the date of such Assignment Agreement or (in any other case) after the Closing Date (hereinafter, the "RELEVANT DATE"), or is a UK Qualifying Lender on the Relevant Date, as the case may be, nothing in this subsection 2.7B(iii)(c) shall relieve the Borrower of its obligation to pay any additional amounts pursuant 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 either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is exempt from withholding tax or is subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any French Bridge Indemnifying Lender if Agent is not either a French Bridge corporation or a bank which has and acts through a permanent establishment in France and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date. (e) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any Japanese Bridge Indemnifying Lender if Agent is not either a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date.to

Evidence of Exemption from Withholding Taxes. (1a) Each Lender that is organized under the laws of any jurisdiction other than the not a United States or any state or other political subdivision thereof Person within the meaning of Section 7701(a)(30) of the Internal Revenue Code (for purposes of this subsection 2.7B(iii), a "NON-US LENDER") shall Annex A-3 deliver to Administrative Agent for transmission to and Company, on or prior to the Closing Date (in 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 Company or Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 W-8BEN or 4224 W-8ECI (or any successor forms), properly completed and duly executed by such Non-US Lender, together with any other form, certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish thereunder, in each case establishing that such Non-US Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Term Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 W-8BEN or 4224 W-8ECI pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of the appropriate Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, together with any other form, certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish thereunder, in each case establishing that such Non-US Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Term Loan Documents. (2) Each UK Bridge ; provided, however, that if a Non-U.S. Lender (other than a UK Qualifying Lender; PROVIDED that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Lender an entity that is organized under the laws of any jurisdiction other than France or any political subdivision thereof (not a corporation for U.S. federal income tax purposes, such Non-U.S. Lender agrees, for purposes of clause (X) or (Y) of this subsection 2.7B(iii2.7B(iii)(a), a "NON-FRENCH BRIDGE LENDER") agrees to take any actions necessary, and to deliver all additional (or alternative) Internal Revenue Service forms necessary to Xxxx France establish in accordance with the Internal Revenue Code and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by the Treasury Regulations promulgated thereunder that such Non-French Bridge Lender, U.S. Lender is not subject to establish the basis for any applicable exemption from deduction or reduction withholding of Taxes United States federal income tax with respect to any payments to such Non-French Bridge Lender of principal, interest, fees, commissions fees or any other amount amounts payable under this Agreement any of the Loan Documents (including causing its partners, members, beneficiaries or the French Bridge Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii)owners, a "NON-JAPANESE BRIDGE LENDER") agrees to deliver to Xxxx Japan and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Lendertheir beneficial owners, to take any actions and deliver any forms necessary to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Loansexemption). (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters or UK, French or Japanese income tax withholding matters pursuant to subsection 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 or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall (1)(W1) in the case of any Non-US Lender, promptly deliver to Administrative Agent for transmission to Company and Company, two new original copies of Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI, or a Certificate re Non-Bank Status and two original copies of the appropriate Internal Revenue Service Form W-8, as the case may be, (X) in and any such other or additional Internal Revenue Service forms required to be delivered pursuant to the case of any Non-French Bridge Lender, promptly deliver to Agent for transmission to Xxxx France such certificates, documents or other evidence as may be required from time to time under the third paragraph proviso of subsection 2.7B(iii)(a), (Y) in the case of any Non-Japanese Bridge Lender, promptly deliver to Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second paragraph of subsection 2.7B(iii)(a), in each case properly completed and duly executed by such Lender, together with any other form, certificate or statement of exemption required in order to confirm confirming or establish establishing that such Lender is not subject to any deduction or withholding of United States, French, Japanese or UK (as applicable) Tax States federal income tax with respect to payments to such Lender under the Term Loan Documents (provided that in the case of a new form or certificate to be provided under this section 2.7B(iii)(b)(1) due to a lapse in time, Company shall have first notified the Lender and Administrative Agent in writing at least 60 days prior to the expiration of such obsolete form or certificate that such Lender will be required to comply with such requirements) or (2) notify Administrative Agent and Borrower Company of its inability to deliver any such forms, certificates or other evidence. (c) The Borrower Company shall not be required to pay any additional amount to or any Lender in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Non-Japanese Bridge Lender or UK Bridge Lender that is not a UK Bridge Indemnifying Lender in respect of that payment, as the case may be, Covered Tax under clause (c) of subsection 2.7B(ii) or clause (i) of subsection 2.7A or make any payments pursuant to subsection 2.7C, (x) in the case of a Non-U.S. Lender, if (1) such Lender shall both (i) have failed to satisfy the requirements of clause (a) or (b) (PROVIDED that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to Agent and Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) and such Covered Tax would not have been required to be imposed, deducted or withheld but for such failure or (ii2) to the extent such amount results from any Lender being treated as a "conduit entity" within the meaning of Treasury Regulation Section 1.881-3 or any successor provision thereto or (y) in the case of any Lender, to the extent that such Covered Tax would not have been required to be imposed, deducted or withheld but for the failure of such Lender to comply with any certification, information or other reporting requirement as to nationality, residence or identity of such Lender which requirement such Lender would otherwise be able to comply with on the date requested by Company, provided that at least 60 days prior to the first payment date with respect to which Company shall apply this clause (y), Company shall have notified such Lender, in writing, that such Lender will be required to comply with such certification, information or other reporting requirement and provided further that such compliance is not expressly required by law, statute, treaty, ruling regulation or administrative practice of jurisdiction imposing such Covered Tax as a UK Qualifying Lendernecessary precondition to reduction in the rate of, or exemption from, such Covered Tax; PROVIDED FURTHER that provided that, if such any Lender shall have satisfied the requirements of subsection 2.7B(iii)(a2.7B(iii) on the Closing Date (in the case of any payment, each Lender listed on the signature pages hereof) or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after on the date of such the Assignment Agreement pursuant to which it became a Lender or the date of request by Company (in any other case) after the Closing Date (hereinafter, the "RELEVANT DATE"), or is a UK Qualifying Lender on the Relevant Date, as the case may beof each other Lender) and thereafter the requirements of subsection 2.7B(iii)(b), nothing in this subsection 2.7B(iii)(c) shall relieve the Borrower Company of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change Change in any applicable law, treaty or governmental rule, regulation or order, or any change Law occurring after the date hereof (in the interpretation, administration case of each Lender listed on the signature pages hereof) or application thereofafter the date of the Assignment Agreement pursuant to which such Lender becomes a Lender (in the case of each other Lender), such Lender either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver any forms, certificates certificates, statements or other evidence at a subsequent date establishing the fact that such Lender is exempt from withholding tax or is not subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any French Bridge Indemnifying Lender if Agent is not either a French Bridge corporation or a bank which has and acts through a permanent establishment in France and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date. (e) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any Japanese Bridge Indemnifying Lender if Agent is not either a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date.

Evidence of Exemption from Withholding Taxes. (1a) Each Lender that is 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 Section 2.7B(iii), a "NON-US LENDER") shall Annex A-3 deliver to Administrative Agent for transmission to CompanyBorrowers, on or prior to the Closing Date (in 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 Company Borrowers or Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest principal, interest, fees or other amounts payable under any of the Loan Documents. (2) Each UK Bridge Lender (other than a UK Qualifying Lender; PROVIDED that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Lender that is organized under the laws of any jurisdiction other than France or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-FRENCH BRIDGE LENDER") agrees to deliver to Xxxx France and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by such Non-French Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-French Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the French Bridge Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-JAPANESE BRIDGE LENDER") agrees to deliver to Xxxx Japan and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Loans. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters or UK, French or Japanese income tax withholding matters pursuant to subsection Section 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 or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall (1)(W) in the case of any Non-US Lender, promptly deliver to Agent for transmission to Company two new original copies of Internal Revenue Service Form 1001 or 4224, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be, (X) in the case of any Non-French Bridge Lender, promptly deliver to Agent for transmission to Xxxx France such certificates, documents or other evidence as may be required from time to time under the third paragraph of subsection 2.7B(iii)(a), (Y) in the case of any Non-Japanese Bridge Lender, promptly deliver to Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second paragraph of subsection 2.7B(iii)(a), in each case properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish that such Lender is not subject to deduction or withholding of United States, French, Japanese or UK (as applicable) Tax with respect to payments to such Lender under the Loan Documents or (2) notify Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. (c) The Borrower shall not be required to pay any additional amount to or in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Non-Japanese Bridge Lender or UK Bridge Lender that is not a UK Bridge Indemnifying Lender in respect of that payment, as the case may be, under clause (c) of subsection 2.7B(ii) if such Lender shall both (i) have failed to satisfy the requirements of clause (a) or (b) (PROVIDED that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to Agent and Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) and (ii) is not a UK Qualifying Lender; PROVIDED FURTHER that if such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) (in the case of any payment, or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after the date of such Assignment Agreement or (in any other case) after the Closing Date (hereinafter, the "RELEVANT DATE"), or is a UK Qualifying Lender on the Relevant Date, as the case may be, nothing in this subsection 2.7B(iii)(c) shall relieve the Borrower of its obligation to pay any additional amounts pursuant 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 either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is exempt from withholding tax or is subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any French Bridge Indemnifying Lender if Agent is not either a French Bridge corporation or a bank which has and acts through a permanent establishment in France and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date. (e) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any Japanese Bridge Indemnifying Lender if Agent is not either a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date.whenever

Evidence of Exemption from Withholding Taxes. (1) Each Lender that is 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 "NON-US LENDER") shall Annex A-3 deliver to Administrative Agent for transmission to Company, on or prior to the Closing Effective Date (in 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 Company or Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (2) Each UK Bridge Lender (other than a UK Qualifying Lender; PROVIDED provided that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Lender that is organized under the laws of any jurisdiction other than France or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-FRENCH BRIDGE LENDER") agrees to deliver to Xxxx France and Administrative Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by such Non-French Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Non- Annex A-4 French Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the French Bridge Revolving Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-JAPANESE BRIDGE LENDER") agrees to deliver to Xxxx Japan and Administrative Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Revolving Loans. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters or UK, French or Japanese income tax withholding matters pursuant to subsection 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 or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall (1)(W) in the case of any Non-US Lender, promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form 1001 or 4224, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be, (X) in the case of any Non-French Bridge Lender, promptly deliver to Administrative Agent for transmission to Xxxx France such certificates, documents or other evidence as may be required from time to time under the third paragraph of subsection 2.7B(iii)(a), (Y) in the case of any Non-Japanese Bridge Lender, promptly deliver to Administrative Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second paragraph of subsection 2.7B(iii)(a), in each case properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish that such Lender is not subject to deduction or withholding of United States, French, Japanese or UK (as applicable) Tax with respect to payments to such Lender under the Loan Documents or (2) notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. (c) The Borrower shall not be required to pay any additional amount to or in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Non-Japanese Bridge Lender or UK Bridge Lender that is not a UK Bridge Indemnifying Lender in respect of Annex A-5 that payment, as the case may be, under clause (c) of subsection 2.7B(ii) if such Lender shall both (i) have failed to satisfy the requirements of clause (a) or (b) (PROVIDED provided that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to Administrative Agent and Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) and (ii) is not a UK Qualifying Lender; PROVIDED FURTHER provided further that if such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) (in the case of any payment, or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after the date of such Assignment Agreement or (in any other case) after the Closing Effective Date (hereinafter, the "RELEVANT DATE"), or is a UK Qualifying Lender on the Relevant Date, as the case may be, nothing in this subsection 2.7B(iii)(c) shall relieve the Borrower of its obligation to pay any additional amounts pursuant 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 either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is exempt from withholding tax or is subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any French Bridge Indemnifying Lender if Administrative Agent is not either a French Bridge corporation or a bank which has and acts through a permanent establishment in France and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDEDprovided, HOWEVERhowever, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Effective Date. (e) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any Japanese Bridge Indemnifying Lender if Administrative Agent is not either a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Annex A-6 Exemption from withholding tax for foreign corporations or non-residents, PROVIDEDprovided, HOWEVERhowever, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Effective Date. (f) If: (i) Xxxx UK makes a payment under paragraph (c) of subsection 2.7B(ii) (a "TAX PAYMENT") in respect of a payment to a UK Double Tax Treaty Lender (that had duly fulfilled its obligations under subsection 2.7B(iii)), such payment having been made prior to Xxxx UK receiving a notice from the Inland Revenue permitting it to pay gross, and (ii) that UK Double Tax Treaty Lender determines that it has obtained a refund of Tax or obtained and used a credit against Tax on its Overall Net Income (a "TAX CREDIT") which that UK Lender is attributable to that Tax Payment then, if in its absolute discretion it can do so without any adverse consequences, that UK Double Tax Treaty Lender shall reimburse Xxxx UK such amount as that UK Double Tax Treaty Lender shall reasonably determine to be such proportion of that Tax Credit as will leave that UK Double Tax Treaty Lender (after that reimbursement) in no better or worse position in respect of its world wide Tax liabilities than it would have been in if no Tax Payment had been required. No UK Double Tax Treaty Lender shall be obliged to disclose any information regarding its Tax affairs and computations.

Evidence of Exemption from Withholding Taxes. (1) Each Domestic Lender that is 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 "NON-US LENDER") shall Annex A-3 deliver to Agent for transmission to Company, on or prior to the Closing Date (in the case of each Domestic Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender (in the case of each other Domestic Lender), and at such other times as may be necessary in the determination of Company or Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, 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 deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents. (2) Each UK Bridge Lender (other than a UK Qualifying Lender; PROVIDED that this clause 2.7B(iii)(a)(3) shall apply to a UK Qualifying Lender who loses such status, other than through a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Relevant Date (as defined below) as set out in clause 2.7B(iii)(c), from the date of such loss) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such UK Bridge Lender, to enable Xxxx UK to be able to pay interest on the UK Bridge Loans from it without withholding or deduction for or on account of any UK income tax. Each UK Bridge Lender severally warrants to Xxxx UK that on the Relevant Date (as defined in clause 2.7B(iii)(c)) (i) it is a UK Qualifying Lender or (ii) it is a UK Double Tax Treaty Lender that has or will timely fulfill its obligations under subsection 2.7B(iii). (3) Each French Bridge Canadian Lender that is organized under the laws of any jurisdiction other than France Canada or any political subdivision province thereof (for purposes of this subsection 2.7B(iii), a "NON-FRENCH BRIDGE LENDER") or is not resident in Canada agrees to deliver to Xxxx France Canadian Borrowers and Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly Annex A-4 executed by such Non-French Bridge Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-French Bridge Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the French Bridge Loans. (4) Each Japanese Bridge Lender that is organized under the laws of any jurisdiction other than Japan or any political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NON-JAPANESE BRIDGE LENDER") agrees to deliver to Xxxx Japan and Canadian Agent upon request such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Non-Japanese Bridge Canadian Lender, to establish the basis for any applicable exemption from or reduction of Taxes with respect to any payments to such Non-Japanese Bridge Canadian Lender of principal, interest, fees, commissions or any other amount payable under this Agreement or the Japanese Bridge Canadian Term Loans. (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters or UK, French or Japanese Canadian income tax withholding matters pursuant to subsection 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 or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall (1)(W1) in the case of any Non-US Lender, promptly deliver to Agent for transmission to Company (X) in the case of any Domestic Lender, two new original copies of Internal Revenue Service Form 1001 or 4224, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be, or (XY) in the case of any Non-French Bridge Canadian Lender, promptly deliver to Agent for transmission to Xxxx France such certificates, documents or other evidence as may be required from time to time under the third paragraph of subsection 2.7B(iii)(a), (Y) in the case of any Non-Japanese Bridge Lender, promptly deliver to Agent for transmission to Xxxx Japan such certificates, documents or other evidence as may be required from time to time under the fourth paragraph of subsection 2.7B(iii)(a), or (Z) in the case of any UK Bridge Lender, promptly deliver to the appropriate Persons such application forms, certificates, documents or other evidence as may be required from time to time under the second paragraph of subsection 2.7B(iii)(a2.7B(iii)(a)(2), in each case properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish that such Lender is not subject to deduction or withholding of United States, French, Japanese States or UK Canadian (as applicable) Tax federal income tax with respect to payments to such Lender under the Loan Documents or (2) notify Agent and Borrower Company of its inability to deliver any such forms, certificates or other evidence. (c) The applicable Borrower shall not be required to pay any additional amount to or in respect of any payment to any Non-US Lender, Non-French Bridge Lender, Non-Japanese Bridge Lender or UK Bridge Lender that is not a UK Bridge Indemnifying Lender in respect of that payment, as the case may be, under clause (c) of subsection 2.7B(ii) if such Lender shall both (i) have failed to satisfy the requirements of clause (a) or (b) (PROVIDED that for the purpose of this subsection 2.7B(iii)(c) its obligations under such clause (b) shall not be considered to be duly fulfilled by its notification to Agent and Borrower of its inability to deliver any form, certificate or other evidence) of this subsection 2.7B(iii) and (ii) is not a UK Qualifying Lender); PROVIDED FURTHER provided that if -------- such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) on the Closing Date (in the case of any payment, each Lender listed on the signature pages hereof) or part thereof, connected with any Commitment, Loan, Letter of Credit or Indemnity Participation, sold, assigned or transferred pursuant to an Assignment Agreement) after on the date of such the Assignment Agreement or pursuant to which it became a Lender (in any other case) after the Closing Date (hereinafter, the "RELEVANT DATE"), or is a UK Qualifying Lender on the Relevant Date, as the case may beof each other Lender), nothing in this subsection 2.7B(iii)(c) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant 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 either is no longer a UK Qualifying Lender or is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is exempt from withholding tax or is not subject to withholding tax at a rate higher than on the Relevant Date, as described in subsection 2.7B(iii)(a), as the case may be. (d) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any French Bridge Indemnifying Lender if Agent is not either a French Bridge corporation or a bank which has and acts through a permanent establishment in France and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a French Bridge Lender, Japanese Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date. (e) The Borrower shall not be required to pay any additional amount under clause (c) of subsection 2.7B(ii) to any Japanese Bridge Indemnifying Lender if Agent is not either a Japanese corporation or a bank which has and acts through a permanent establishment in Japan and holds a valid Certificate of Exemption from withholding tax for foreign corporations or non-residents, PROVIDED, HOWEVER, that nothing in this subsection 2.7(iii) shall relieve the applicable Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) to an Indemnifying Lender which becomes a Japanese Bridge Lender, a French Bridge Lender or a UK Bridge Lender, as the case may be, upon the occurrence of a Triggering Event under subsection 2.9A, notwithstanding the fact that such Indemnifying Lender is not properly entitled to deliver forms, certificates or other evidence establishing that such Indemnifying Lender is exempt from Tax (other than Tax on its overall net income) with respect to payments received from such Borrower, whether or not as a result of any change in applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof after the Closing Date.