Common use of Foreign Lender Clause in Contracts

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or (2) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a "United States person."

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "“United States person" ” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or (2) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower Borrowers and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower Borrowers or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the any Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower Borrowers and the Administrative Agent a certificate to the effect that it is such a "“United States person."”

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "“United States person" ” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN1001, or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or (2) Form W-8ECI4224, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN W-8 or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower Borrowers and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower Borrowers or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the any Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower Borrowers and the Administrative Agent a certificate to the effect that it is such a "“United States person."”

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "“United States person" ” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or (2) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a "“United States person."”

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower Borrowers and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or (2) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower Borrowers and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower Borrowers or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the any Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower Borrowers and the Administrative Agent a certificate to the effect that it is such a "United States person."

Foreign Lender. Each Lender (which, for purposes of this Section 4.42.16, shall include any Affiliate of a Lender that makes any Eurodollar Euro-Dollar Rate Loan pursuant to the terms of this Credit Agreement) that is not a "“United States person" ” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, W-8BEN or any applicable successor form, Form W-8ECI of the United States Internal Revenue Service entitling Service, or a successor applicable form, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a complete exemption from party which reduces to zero the rate of withholding tax on all amounts to be received by such Lender payments of interest or certifying that the income receivable pursuant to this Credit Agreement and/or is effectively connected with the Loan Notes conduct of a trade or (2) Form W-8ECIbusiness in the United States, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN W-8 or W-9 W-9, or a successor applicable form, entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a "“United States person."”

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, W-8BEN of the United States Internal Revenue Service Service, or a successor applicable form, entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or (2) Form W-8ECI, or any applicable successor form, W-8ECI of the United States Internal Revenue Service Service, or an applicable successor form, relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN W-8 or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, documents as provided above, on the basis of being a United States person person, shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a "United States person."" If and for any period during which the provisions of this Section 4.4(d) are not satisfied by or with respect to any such Lender, no provision of this Credit Agreement shall require the Borrower to indemnify with respect to any resulting withholding of United States taxes imposed on or with respect to such Lender as a result of such noncompliance for the periods to which such noncompliance relates, unless such noncompliance is directly attributable to a change in a law, rule or regulation issued by a Governmental Authority which results in the inability of such Lender to provide such form. Each such Lender shall indemnify and hold harmless (on an after-tax basis) the Borrower against any claim for United States withholding taxes which the Borrower fails to withhold on payments to such Lender as a direct result of the invalidity of any form provided to the Borrower by such Lender pursuant to this Section 4.4(d).

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Revolving Loan pursuant to the terms of this Credit Agreement) that is not a "“United States person" ” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or (2) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a "“United States person."”

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or (2) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a "United States person."

Foreign Lender. Each If any Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "incorporated or organized under the laws of the United States person" (as of America or a state thereof, such term is defined in Section 7701(a)(30) of the Code) Lender shall submit deliver to the Borrower DRC and the Administrative Agent on or before the Closing Date following: (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two a) Two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling Form 1001 or 4224 or successor form, as the case may be, certifying in each case that such Lender is entitled to a complete exemption from withholding on all amounts to be received by such Lender pursuant to receive payments under this Credit Agreement and/or and the Loan Notes without deduction or (2withholding of any United States federal income taxes; provided, however, that if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by Code and cannot deliver Form 1001 or 4224, such Lender pursuant shall deliver to this Credit Agreement and/or DRC and the Loan Notes Agent a certificate to such effect; and, if applicable, (Bb) an A duly completed Internal Revenue Service Form W-8BEN W-8 or W-9 entitling such Lender or successor form, as the case may be, to receive a complete establish an exemption from United States backup withholding tax. Each such Lender shallthat delivers to DRC and the Agent a Form 1001 or 4224 and Form W-8 or W-9 pursuant to this 18 further undertakes to deliver to DRC and the Agent two further copies of Form 1001 or 4224 and Form W-8 or W-9, from time to time after submitting either such or successor applicable form, submit or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower DRC and the Administrative Agent Agent. Such Forms 1001 or 4224 shall certify that such additional duly completed and signed copies Lender is entitled to receive payments under this Credit Agreement without deduction or withholding of any United States federal income taxes. The foregoing documents need not be delivered in the event any change in treaty, law or regulation or official interpretation thereof has occurred which renders all such forms (inapplicable or which would prevent such Lender from delivering any such form with respect to it, or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect advises DRC that it is such a "not capable of receiving payments without any deduction or withholding of United States personfederal income tax and, in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. Until such time as DRC and the Agent have received such forms indicating that payments hereunder are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Borrowers shall withhold taxes from such payments at the applicable statutory rate without regard to 4.1(b)."

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, 1001 of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or (2) Form W-8ECI, or any applicable successor form, 4224 of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, and (B) an Internal Revenue Service Form W-8BEN W-8 or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a "United States person."

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "“United States person" ” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, W-8BEN of the United States Internal Revenue Service Service, or a successor applicable form, entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or (2) Form W-8ECI, or any applicable successor form, W-8ECI of the United States Internal Revenue Service Service, or an applicable successor form, relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN W-8 or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, documents as provided above, on the basis of being a United States person person, shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a "“United States person."” If and for any period during which the provisions of this Section 4.4(d) are not satisfied by or with respect to any such Lender, no provision of this Credit Agreement shall require the Borrower to indemnify with respect to any resulting withholding of United States taxes imposed on or with respect to such Lender as a result of such noncompliance for the periods to which such noncompliance relates, unless such noncompliance is directly attributable to a change in a law, rule or regulation issued by a Governmental Authority which results in the inability of such Lender to provide such form. Each such Lender shall indemnify and hold harmless (on an after-tax basis) the Borrower against any claim for United States withholding taxes which the Borrower fails to withhold on payments to such Lender as a direct result of the invalidity of any form provided to the Borrower by such Lender pursuant to this Section 4.4(d).

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "“United States person" ” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Effective Date (or, in the case of a Person that becomes a Lender after the Closing Effective Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN or W-8BEN-E, or any applicable successor formas applicable, of the United States Internal Revenue Service Service, or a successor applicable form, entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or any Notes, (2) Form W-8ECI, or any applicable successor form, W-8ECI of the United States Internal Revenue Service Service, or a successor applicable form, relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan any Notes and, if applicable, or (B3) an Internal Revenue Service Form W-8BEN or W-9 any other form (together with supplementary documentation) prescribed by applicable Laws entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a "United States person."and

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, W-8BEN of the United States Internal Revenue Service Service, or a successor applicable form, entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or (2) Form W-8ECI, or any applicable successor form, W-8ECI of the United States Internal Revenue Service Service, or a successor applicable form, relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN W-8 or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative AgentBorrower, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a "United States person."" If and for any period during which the provisions of this Section 4.4(d) are not satisfied by or with respect to any such Lender, no provision of this Credit Agreement shall require the Borrower to indemnify with respect to any resulting withholding of United States taxes imposed on or with respect to such Lender as a result of such noncompliance for the periods to which such noncompliance relates, unless such noncompliance is directly attributable to a change in a law, rule or regulation issued by a Governmental Authority which results in the inability of such Lender to provide such form. Each such Lender shall indemnify and hold harmless (on an after-tax basis) the Borrower against any claim for United States withholding taxes which the Borrower fails to withhold on payments to such Lender as a direct result of the invalidity of any form provided to the Borrower by such Lender pursuant to this Section 4.4(d).

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Term Loan Agreement) that is not a "“United States person" ” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN or W-8BEN-E, or any applicable successor formas applicable, of the United States Internal Revenue Service Service, or a successor applicable form, entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Term Loan Agreement and/or the Loan Notes or any Notes, (2) Form W-8ECI, or any applicable successor form, W-8ECI of the United States Internal Revenue Service Service, or a successor applicable form, relating to all amounts to be received by such Lender pursuant to this Credit Term Loan Agreement and/or the Loan any Notes and, if applicable, or (B3) an Internal Revenue Service Form W-8BEN or W-9 any other form (together with supplementary documentation) prescribed by applicable Laws entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon If and for any period during which the reasonable request provisions of this Section 4.4(d) are not satisfied by or with respect to any such Lender, no provision of this Term Loan Agreement shall require the Borrower to indemnify with respect to any resulting withholding of United States taxes imposed on or with respect to such Lender as a result of such noncompliance for the periods to which such noncompliance relates, unless such noncompliance is directly attributable to a change in a law, rule or regulation issued by a Governmental Authority which results in the inability of such Lender to provide such form. If a payment made to a Lender hereunder would be subject to United States federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable requirements of FATCA, such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent, each Lender that has not provided such documentation prescribed by applicable Law and such additional documentation reasonably requested by the forms Borrower or other documents, the Administrative Agent as provided above, on the basis of being a United States person shall submit to may be necessary for the Borrower and the Administrative Agent a certificate to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the effect that it is amount to deduct and withhold from such a "United States personpayment."

Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "“United States person" ” (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Effective Date (or, in the case of a Person that becomes a Lender after the Closing Effective Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN or W-8BEN-E, or any applicable successor formas applicable, of the United States Internal Revenue Service Service, or a successor applicable form, entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes or any Notes, (2) Form W-8ECI, or any applicable successor form, W-8ECI of the United States Internal Revenue Service Service, or a successor applicable form, relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan any Notes and, if applicable, or (B3) an Internal Revenue Service Form W-8BEN or W-9 any other form (together with supplementary documentation) prescribed by applicable Laws entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon If and for any period during which the reasonable request provisions of this Section 4.4(d) are not satisfied by or with respect to any such Lender, no provision of this Agreement shall require the Borrower to indemnify with respect to any resulting withholding of United States taxes imposed on or with respect to such Lender as a result of such noncompliance for the periods to which such noncompliance relates, unless such noncompliance is directly attributable to a change in a law, rule or regulation issued by a Governmental Authority which results in the inability of such Lender to provide such form. If a payment made to a Lender hereunder would be subject to United States federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable requirements of FATCA, such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent, each Lender that has not provided such documentation prescribed by applicable Law and such additional documentation reasonably requested by the forms Borrower or other documents, the Administrative Agent as provided above, on the basis of being a United States person shall submit to may be necessary for the Borrower and the Administrative Agent a certificate to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the effect that it is amount to deduct and withhold from such a "United States personpayment."

Foreign Lender. Each If any Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "incorporated or organized under the laws of the United States person" (as of America or a state thereof, such term is defined in Section 7701(a)(30) of the Code) Lender shall submit deliver to the Borrower and the Administrative Agent on or before at the Closing Date following: (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two a) Two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling Form 1001 or 4224 or successor form, as the case may be, certifying in each case that such Lender is entitled to a complete exemption from withholding on all amounts to be received by such Lender pursuant to receive payments under this Credit Agreement and/or and the Loan Notes without deduction or withholding of any United States federal income taxes; provided, however, that if such Lender is not a "bank" within the meaning of Section 881 (2c)(3)(A) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by Code and cannot deliver Form 1001or 4224, such Lender pursuant shall deliver to this Credit Agreement and/or and the Loan Notes Agent a certificate to such effect; and, if applicable, (Bb) an A duly completed Internal Revenue Service Form W-8BEN W-8 or W-9 entitling such Lender or successor form, as the case may be, to receive a complete establish an exemption from United States backup withholding tax. Each such Lender shallthat delivers to and the Agent a Form 1001 or 4224 and Form W-8 or W-9 pursuant to this ss.18 further undertakes to deliver to and the Agent two further copies of Form 1001 or 4224 and Form W-8 or W-9, from time to time after submitting either such or successor applicable form, submit or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent Agent. Such Forms 1001 or 4224 shall certify that such additional duly completed and signed copies Lender is entitled to receive payments under this Credit Agreement without deduction or withholding of any United States federal income taxes. The foregoing documents need not be delivered in the event any change in treaty, law or regulation or official interpretation thereof has occurred which renders all such forms (inapplicable or which would prevent such Lender from delivering any such form with respect to it, or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect advises that it is such a "not capable of receiving payments without any deduction or withholding of United States personfederal income tax and, in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. Until such time as and the Agent have received such forms indicating that payments hereunder are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Borrower shall withhold taxes from such payments at the applicable statutory rate without regard to ss.4.1(b)."

Foreign Lender. Each Lender (which, for purposes of this Section 4.42.16, shall include any Affiliate of a Lender that makes any Eurodollar Euro-Dollar Rate Loan pursuant to the terms of this Credit Agreement) that is not a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, W-8BEN or any applicable successor form, Form W-8ECI of the United States Internal Revenue Service entitling Service, or a successor applicable form, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a complete exemption from party which reduces to zero the rate of withholding tax on all amounts to be received by such Lender payments of interest or certifying that the income receivable pursuant to this Credit Agreement and/or is effectively connected with the Loan Notes conduct of a trade or (2) Form W-8ECIbusiness in the United States, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN W-8 or W-9 W-9, or a successor applicable form, entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a "United States person."

Foreign Lender. Each Lender (which, for purposes of this Section 4.42.16, shall include any Affiliate of a Lender that makes any Eurodollar Euro- Dollar Loan pursuant to the terms of this Credit Agreement) that is not a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, W-8BEN or any applicable successor form, Form W-8ECI of the United States Internal Revenue Service entitling Service, or a successor applicable form, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a complete exemption from party which reduces to zero the rate of withholding tax on all amounts to be received by such Lender payments of interest or certifying that the income receivable pursuant to this Credit Agreement and/or is effectively connected with the Loan Notes conduct of a trade or (2) Form W-8ECIbusiness in the United States, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Loan Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN W-8 or W-9 W-9, or a successor applicable form, entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a "United States person."

Foreign Lender. Each If any Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "incorporated or organized under the laws of the United States person" (as of America or a state thereof, such term is defined in Section 7701(a)(30) of the Code) Lender shall submit deliver to the Borrower DRC and the Administrative Agent on or before the Closing Date following: (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two a) Two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling Form 1001 or 4224 or successor form, as the case may be, certifying in each case that such Lender is entitled to a complete exemption from withholding on all amounts to be received by such Lender pursuant to receive payments under this Credit Agreement and/or and the Loan Notes Revolving Credit Note without deduction or (2withholding of any United States federal income taxes; provided, however, that if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by Code and cannot deliver Form 1001 or 4224, such Lender pursuant shall deliver to this Credit Agreement and/or DRC and the Loan Notes Agent a certificate to such effect; and, if applicable, (Bb) an A duly completed Internal Revenue Service Form W-8BEN W-8 or W-9 entitling such Lender or successor form, as the case may be, to receive a complete establish an exemption from United States backup withholding tax. Each such Lender shallthat delivers to DRC and the Agent a Form 1001 or 4224 and Form W-8 or W-9 pursuant to this 18 further undertakes to deliver to DRC and the Agent two further copies of Form 1001 or 4224 and Form W-8 or W-9, from time to time after submitting either such or successor applicable form, submit or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower DRC and the Administrative Agent Agent. Such Forms 1001 or 4224 shall certify that such additional duly completed and signed copies Lender is entitled to receive payments under this Credit Agreement without deduction or withholding of any United States federal income taxes. The foregoing documents need not be delivered in the event any change in treaty, law or regulation or official interpretation thereof has occurred which renders all such forms (inapplicable or which would prevent such Lender from delivering any such form with respect to it, or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrower or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of the Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrower and the Administrative Agent a certificate to the effect advises DRC that it is such a "not capable of receiving payments without any deduction or withholding of United States personfederal income tax and, in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. Until such time as DRC and the Agent have received such forms indicating that payments hereunder are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Borrowers shall withhold taxes from such payments at the applicable statutory rate without regard to 4.1(b)."