Common use of Foreign Lenders and Participants Clause in Contracts

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of Form W-8BEN or W-8ECI (or other equivalent successor form) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of such form (or such successor form(s) as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by the Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated a “foreign corporation, partnership or otherwise organized under trust” within the Laws meaning of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Code shall deliver to Borrower (with a copy to the Administrative Agent), on or before (a) within 20 days after the Closing Date Date, or (or on or before b) prior to accepting an assignment or receiving a participation interest herein in respect of Dollar Loans, two duly signed completed copies of either Form W-8BEN (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by any Credit Party pursuant to Section 11.8this Agreement) or Form W-8ECI (relating to all payments to be made to such Person by any Credit Party pursuant to this Agreement) of the United States Internal Revenue Service or such other evidence (including, if applicable) two duly completed copiesreasonably necessary, signed by a Responsible Official, of Form W-8BEN W-8 or W-8ECI (or other equivalent successor formW-9) satisfactory to Borrower the Company and the Administrative Agent that no withholding under the U.S. federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), Agent two such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower the Company and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower the Company pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement Requirement of applicable Laws Law that Borrower the Company make any deduction or withholding for taxes from amounts payable to such Person. In If such Person fails to timely deliver the event that Borrower above forms or other documentation, then the Administrative Agent becomes aware may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted did not properly withhold any tax or other amount from payments made in respect of such participationPerson, such Lender Person shall cause such participant financial institution to deliver the same documents and information to Borrower and indemnify the Administrative Agent as would be required therefor, including all penalties and interest and costs and expenses (including reasonable Attorneys Fees of the Administrative Agent. The obligation of the Lenders under this Section if such financial institution were a Lendershall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of not a jurisdiction other than the “United States person” within the meaning of America or any State thereof or Section 7701(a)(30) of the District of Columbia Code shall deliver to Borrower (with a copy to Parent and the Administrative Agent), on or before prior to receipt of any payment subject to withholding under the Closing Date Code (or on or before upon accepting an assignment or receiving a participation of an interest herein pursuant to Section 11.8herein), if applicable) two duly signed completed copies, signed by a Responsible Official, copies of either IRS Form W-8BEN or any successor thereto (relating to such Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Lender by Parent and the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Lender by Parent and the Borrowers pursuant to this Agreement) or such other equivalent successor form) evidence satisfactory to Borrower Parent, the Borrowers and the Administrative Agent that no such Lender is entitled to an exemption from, or reduction of, U.S. withholding under tax, including any exemption pursuant to Section 881(c) of the federal income tax laws is required with respect to such PersonCode. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower Parent (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower Parent and the Borrowers and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower Parent and the Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws laws that Borrower Parent or the Borrowers make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise Lender organized under the Laws of a jurisdiction other than outside the United States of America or any a State thereof or the District of Columbia on or prior to the date of execution and delivery of this Agreement (a) shall deliver provide each of the Administrative Agent and Borrower with two original and duly completed United States Internal Revenue Forms 1001 or 4224, or successor applicable form, as appropriate, and any other forms or certifications prescribed by the Internal Revenue Service (including a Form W-8 or Form W-9, as appropriate) certifying that such Lender (i) is exempt from or entitled to Borrower a reduced rate of withholding with respect to United States federal income tax imposed on any payments under this Agreement or the Notes and (with a copy ii) is exempt from United States backup withholding tax, (b) shall provide to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) Agent and Borrower two duly completed copies, signed by a Responsible Official, of Form W-8BEN or W-8ECI (or other equivalent successor form) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed further copies of any such form (or such successor form(s) as shall be adopted certification from time to time thereafter as requested in writing by the relevant United States taxing authoritiesBorrower and (c) shall obtain such extensions and renewals thereof as may then reasonably be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes requested in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made writing by Borrower or the Administrative Agent Agent. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a withholding rate in excess of zero, withholding taxes at such rate shall be considered excluded from Non-Excluded Taxes, and such Lender shall not be entitled to receive any payment under this Section 11.21 with respect thereto, unless and until such Lender provides any additional forms or certifications certifying that a lesser rate of withholding applied with respect to such Lender under existing Law at the time such Lender first became a party to this Agreement, whereupon withholding tax at such lesser rate only shall be considered excluded from Non-Excluded Taxes for all subsequent periods. Each Person that becomes a participant pursuant to Section 11.8 shall, upon the effectiveness of the related transfer, be required to provide all of the forms and certifications required pursuant to this Section 11.21, as appropriate, as if such participant were a Lender; provided that such participant shall furnish all such required forms and certifications to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver from which the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lenderrelated participation was purchased.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of not a jurisdiction other than the "United States person" within the meaning of America or any State thereof or Section 7701(a)(30) of the District of Columbia Code shall deliver to Borrower (with a copy to Parent and the Administrative Agent), on or before prior to receipt of any payment subject to withholding under the Closing Date Code (or on or before upon accepting an assignment or receiving a participation of an interest herein pursuant to Section 11.8herein), if applicable) two duly signed completed copies, signed by a Responsible Official, copies of either IRS Form W-8BEN or any successor thereto (relating to such Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Lender by Parent and the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Lender by Parent and the Borrowers pursuant to this Agreement) or such other equivalent successor form) evidence satisfactory to Borrower Parent, the Borrowers and the Administrative Agent that no such Lender is entitled to an exemption from, or reduction of, U.S. withholding under tax, including any exemption pursuant to Section 881(c) of the federal income tax laws is required with respect to such PersonCode. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower Parent (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower Parent and the Borrowers and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower Parent and the Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws laws that Borrower Parent or the Borrowers make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Applicable Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.812.8, if applicable) two duly completed copies, signed by a Responsible Officialan authorized officer, of either Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W-8BEN (relating to all payments to be made to such Lender by the Borrower pursuant to this Agreement) of the United States Internal Revenue Service or W-8ECI such other evidence (or other equivalent successor formincluding, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-re designation of its Eurodollar Lending OfficeLIBOR lending office, if any) to avoid any requirement of applicable Applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) 12.8.5 to a financial institution that is incorporated or otherwise organized under the Laws laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. (a) Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Foreign Lender shall deliver to Borrower (with a copy to the Administrative Agent), on or before prior to receipt of any payment subject to withholding under the Closing Date Code (or on or before upon accepting an assignment or receiving a participation of an interest herein pursuant to Section 11.8herein), if applicable) two duly signed completed copies, signed by a Responsible Official, copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or such other equivalent successor form) evidence satisfactory to the Borrower and the Administrative Agent that no such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding under tax, including any exemption pursuant to Section 881(c) of the federal income tax laws is required with respect to such PersonCode. Thereafter and from time to time, each such Person Foreign Lender shall (ai) promptly submit to Borrower (with a copy to the Administrative Agent), Agent such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption fromfrom or reduction of, United States withholding taxes in respect of all payments to be made to such Person Foreign Lender by the Borrower pursuant to this Agreement Agreement, (ii) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (biii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Foreign Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws Applicable Law of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.812.8, if applicable) two duly completed copies, signed by a Responsible Officialan authorized officer, of either Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W-8BEN (relating to all payments to be made to such Lender by the Borrower pursuant to this Agreement) of the United States Internal Revenue Service or W-8ECI such other evidence (or other equivalent successor formincluding, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-re designation of its Eurodollar Lending OfficeLIBOR lending office, if any) to avoid any requirement of applicable Laws Applicable Law that Borrower make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) 12.8.5 to a financial institution that is incorporated or otherwise organized under the Laws laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is -------------------------------- incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly ---- completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by the Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form --------- W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial ------- institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State state thereof or the District of Columbia shall deliver to Borrower Parent (with a copy to the Administrative Agent), on or before within twenty days after the Closing Date (or on or before after accepting an assignment Assignment Agreement or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Parent and the Borrowers pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Person by Parent and the Borrowers pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower Parent and the Borrowers and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower Parent (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower Parent and the Borrowers and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower Parent and the Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws laws that Borrower Parent or the Borrowers make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated a “foreign corporation, partnership or otherwise organized under trust” within the Laws meaning of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Code shall deliver to Borrower (with a copy to the Administrative Agent), on or before within 20 days after the Closing Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicableherein) two duly signed completed copies, signed by a Responsible Official, copies of either Form W-8BEN (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Borrower pursuant to this Agreement) or Form W-8ECI (relating to all payments to be made to such Person by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor form) evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), Agent such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted If such participation, such Lender shall cause such participant financial institution Persons fails to deliver the same documents above forms or other documentation, then Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and information to Borrower 1442 of the Code, without reduction. If any Governmental Authority asserts that Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify Administrative Agent therefor, including all penalties and interest and costs and expenses (including Attorney Costs) of Administrative Agent. The obligation of Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of Administrative Agent as would be required under this Section if such financial institution were a LenderAgent.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws Applicable Law of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.812.7.2, if applicable) two duly completed copies, signed by a Responsible Officialan authorized officer, of either Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W-8BEN (relating to all payments to be made to such Lender by the Borrower pursuant to this Agreement) of the United States Internal Revenue Service or W-8ECI such other evidence (or other equivalent successor formincluding, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-re designation of its Eurodollar Lending OfficeLIBOR lending office, if any) to avoid any requirement of applicable Laws Applicable Law that Borrower make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) 12.8.5 to a financial institution that is incorporated or otherwise organized under the Laws laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Columbia, and that has not previously done so in connection with the Existing Agreement, shall deliver to Borrower the Borrowers (with a copy to the Administrative Agent), on or before the Closing Effective Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.812.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN or W-8ECI W-8 BEN (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by the Borrowers pursuant to this Agreement) (or any predecessor form in respect thereof) or Form W-8 EC1 (relating to all payments to be made to such Lender by the Borrowers pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) ( or any predecessor form in respect thereof) satisfactory to Borrower the Borrowers and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower the Borrowers (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower the Borrowers and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower the Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that any Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before within twenty (20) days after the Closing Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section Sec- tion 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by the Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make makes any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated a "foreign corporation, partnership or otherwise organized under trust" within the Laws meaning of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Code shall deliver to Borrower (with a copy to the Administrative Agent), on or before (a) within 20 days after the Closing Date Date, or (or on or before b) prior to accepting an assignment or receiving a participation interest herein in respect of Dollar Loans, two duly signed completed copies of either Form W-8BEN (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by any Credit Party pursuant to Section 11.8this Agreement) or Form W-8ECI (relating to all payments to be made to such Person by any Credit Party pursuant to this Agreement) of the United States Internal Revenue Service or such other evidence (including, if applicable) two duly completed copiesreasonably necessary, signed by a Responsible Official, of Form W-8BEN W-8 or W-8ECI (or other equivalent successor formW-9) satisfactory to Borrower the Company and the Administrative Agent that no withholding under the U.S. federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), Agent two such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower the Company and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower the Company pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement Requirement of applicable Laws Law that Borrower the Company make any deduction or withholding for taxes from amounts payable to such Person. In If such Person fails to timely deliver the event that Borrower above forms or other documentation, then the Administrative Agent becomes aware may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted did not properly withhold any tax or other amount from payments made in respect of such participationPerson, such Lender Person shall cause such participant financial institution to deliver the same documents and information to Borrower and indemnify the Administrative Agent as would be required therefor, including all penalties and interest and costs and expenses (including reasonable Attorneys Fees of the Administrative Agent. The obligation of the Lenders under this Section if such financial institution were a Lendershall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant pursuant, to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of Form W-8BEN or W-8ECI W-8EC1 (or other equivalent successor form) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of such form (or such successor form(s) as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated a "foreign corporation, partnership or otherwise organized under trust" within the Laws meaning of a jurisdiction other than the United States of America or any State thereof or the District of Columbia IRC shall deliver to Borrower (with a copy Agent, prior to the Administrative Agent), on or before the Closing Date receipt of any payment subject to withholding (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8herein), if applicable) two duly signed completed copies, signed by a Responsible Official, copies of either Form W-8BEN or any successor thereto (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Borrower pursuant to this Agreement) or Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor form) evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), Agent such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement Agreement, and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted If such participation, such Lender shall cause such participant financial institution Persons fails to deliver the same documents above forms or other documentation, then Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and information to Borrower 1442 of the IRC, without reduction. If any Governmental Authority asserts that Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify Agent therefor, including all penalties and interest and costs and expenses (including Attorney Costs) of Agent. The obligation of Lenders under this subsection shall survive the payment of all Obligations and the Administrative Agent as would be required under this Section if such financial institution were a Lenderresignation or replacement of Agent.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Foreign Lender shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.812.8, if applicable) (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent) two duly completed copies, signed by a Responsible Officialan authorized officer, of either Form W-8BEN W-8BEN-E (relating to such 115 Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or W-8ECI (Form W‑8ECI or other equivalent successor form) appropriate Form W-8 or Form W-9, as applicable, satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonForeign Lender. Thereafter and from time to time, each such Person Foreign Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes Taxes in respect of all payments to be made to such Person Foreign Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonForeign Lender, and as may be reasonably necessary (including the re-re designation of its Eurodollar Lending OfficeLIBOR lending office, if any) to avoid any requirement of applicable Applicable Laws that Borrower make any deduction or withholding for taxes Taxes from amounts payable to such PersonForeign Lender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) 12.8.5 to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of ColumbiaForeign Lender, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower the Borrowers (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by the Borrowers pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by the Borrowers pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower the Borrowers and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower the Borrowers (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower the Borrowers and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower the Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that any Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Foreign Lender shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.812.8.2, if applicable) two duly completed copies, signed by a Responsible Officialan authorized officer, of either Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W-8BEN (relating to all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) of the United States Internal Revenue Service or W-8ECI such other evidence (or other equivalent successor formincluding, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax Tax laws is required with respect to such PersonForeign Lender. Thereafter and from time to time, each such Person Foreign Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes Taxes in respect of all payments to be made to such Person Foreign Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonForeign Lender, and as may be reasonably necessary (including the re-re designation of its Eurodollar Lending OfficeLIBOR lending office, if any) to avoid any requirement of applicable Laws Applicable Law that Borrower make any deduction or withholding for taxes Taxes from amounts payable to such PersonForeign Lender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) 12.8.5 to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of ColumbiaForeign Lender, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before within twenty (20) days after the Closing Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Person by the Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous disadvan tageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. (a) Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Foreign Lender shall deliver to Borrower (with a copy to the Administrative Agent), on or before prior to receipt of any payment subject to withholding under the Closing Date Code (or on or before upon accepting an assignment or receiving a participation of an interest herein pursuant to Section 11.8herein), if applicable) two duly signed completed copies, signed by a Responsible Official, copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other equivalent successor form) evidence satisfactory to Borrower the Borrowers and the Administrative Agent that no such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding under tax, including any exemption pursuant to Section 881(c) of the federal income tax laws is required with respect to such PersonCode. Thereafter and from time to time, each such Person Foreign Lender shall (ai) promptly submit to Borrower (with a copy to the Administrative Agent), Agent such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower the Borrowers and the Administrative Agent of any available exemption fromfrom or reduction of, United States withholding taxes in respect of all payments to be made to such Person Foreign Lender by Borrower the Borrowers pursuant to this Agreement Agreement, (ii) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (biii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower the Borrowers make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Foreign Lender.

Foreign Lenders and Participants. Each Lender, and each holder -------------------------------- of a participation interest herein, in the Loans that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State state thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before within twenty days after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) , two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Person by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor form) evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is -------------------------------- incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly ---- completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) --------- satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial ------- institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), ) on or before the Closing Effective Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Borrower pursuant to this Agreement) or W-8ECI Form W-8 ECI (relating to all payments to be made to such Person by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), ) such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including -76- 82 the re-designation of its Eurodollar Lending LIBOR Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), ) on or before the Closing Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Person and entitling it to a complete exemption from with holding on all payments to be made to such Person by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Person by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), ) such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding with holding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending LIBOR Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of not a jurisdiction other than the “United States person” within the meaning of America or any State thereof or Section 7701(a)(30) of the District of Columbia Code shall deliver to Borrower (with a copy to and the Administrative Agent), on or before prior to receipt of any payment subject to withholding under the Closing Date Code (or on or before upon accepting an assignment or receiving a participation of an interest herein pursuant to Section 11.8herein), if applicable) two duly signed completed copies, signed by a Responsible Official, copies of either IRS Form W-8BEN or any successor thereto (relating to such Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Lender by Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement) or such other equivalent successor form) evidence satisfactory to Borrower and the Administrative Agent that no such Lender is entitled to an exemption from, or reduction of, U.S. withholding under tax, including any exemption pursuant to Section 881(c) of the federal income tax laws is required with respect to such PersonCode. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), ) such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending LIBOR Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower Borrowers (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrowers pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by the Borrowers pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower Borrowers and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower Borrowers (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower Borrowers and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower Borrowers make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower Borrowers or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower Borrowers or the Administrative Agent to the Lender that which granted -82- 89 such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower Borrowers and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of -------------------------------- a participation interest herein, that is incorporated a "foreign corporation, partnership or otherwise organized under trust" within the Laws meaning of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Code shall deliver to Borrower (with a copy to the Administrative Agent), on or before within 20 days after the Closing Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicableherein) two duly signed completed copiescopies of either Form 1001 (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Borrower pursuant to this Agreement) or Form 4224 (relating to all payments to be made to such Person by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other evidence (including, signed by a Responsible Officialif reasonably necessary, of Form W-8BEN or W-8ECI (or other equivalent successor formW-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), Agent such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-re- designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted If such participation, such Lender shall cause such participant financial institution Persons fails to deliver the same documents and information to Borrower and the above forms or other documentation, then Administrative Agent as would be required under this Section if may withhold from any interest payment to such financial institution were a Lender.Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify Administrative Agent therefor, including all penalties and interest and costs and expenses (including Attorney Costs)

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower Borrowers (with a copy to the Administrative Agent), on or before the Closing Amendment Effective Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.814.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrowers pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by the Borrowers pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (INCLUDING, if reasonably necessary, Form W-9) satisfactory to Borrower Borrowers and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower Borrowers (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower Borrowers and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower Borrowers make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower Borrowers or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e14.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower Borrowers or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower Borrowers and the Administrative Agent as would be required under this Section if such financial institution were a Lender. The foregoing three sentences of this Section 14.21 apply to any Lender that is a "bank" within the meaning of Section 88(c)(3)(A) of the Code. With respect to any Lender that is not a "bank" within the meaning of Section 88(c)(3)(A) of the Code that intends to claim exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payment of "portfolio interest," such a Lender shall deliver to Borrowers (with a copy to the Administrative Agent) a Form W-8, or any subsequent versions thereof or successors thereto (and, if such Non-U.S. Lender delivers a Form W-8, a certificate representing that such Non-U.S. Lender is not a "bank" for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Borrowers and is not a controlled foreign corporation related to Borrowers (within the meaning of Section 864(d)(4) of the Code), properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from U.S. Federal withholding tax on payments of interest by Borrowers under this Agreement and the other Loan Documents.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower the Borrowers (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by the Borrowers pursuant to this Agreement) or Form W-8ECI ( relating to all payments to be made to such Lender by the Borrowers pursuant to this Agreement) of the United States Internal Revenue Service or such other evidence (INCLUDING, if reasonably necessary, Form W-8 or other equivalent successor formW-9) satisfactory to Borrower the Borrowers and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower the Borrowers (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower the Borrowers and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower the Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower the Borrowers make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower the Borrowers or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower the Borrowers or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower the Borrowers and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to the Domestic Borrower (with a copy to the Administrative Agent), on or before within 20 days after the Closing Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN W-8 or W-8ECI (W-8 XXX xx xxx Xxxxxx Xxxxxx Xxternal Revenue Service or such other equivalent successor formevidence including, if reasonably necessary, Form W-9) satisfactory to the Domestic Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall upon request by the Domestic Borrower (a) promptly submit to the Domestic Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Domestic Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by the Domestic Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Eurocurrency Lending Office, if any) to avoid any requirement of applicable Laws that the Domestic Borrower make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that the Domestic Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by the Domestic Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to the Domestic Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before ) within twenty days after the Closing Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Person by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (INCLUDING, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), ) such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending LIBOR Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before within twenty days after the Closing Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (INCLUDING, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall upon request by Borrower (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous disadvan tageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before within twenty (20) days after the Closing Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by the Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender; provided that it is expressly acknowledged and agreed that a Lender that is not a "bank" for purposes of Section 881(c) of the Code and that is claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest" may, for purposes of satisfying the foregoing requirement, deliver a Form W-8, or any subsequent versions thereof or successors thereto (and, if such Lender delivers a Form W-8, a certificate representing that such Lender is not a "bank" for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Borrower and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Code)). Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make makes any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. (a) Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Foreign Lender shall deliver to Borrower (with a copy to the Administrative Agent), on or before prior to receipt of any payment subject to withholding under the Closing Date Code (or on or before upon accepting an assignment or receiving a participation of an interest herein pursuant to Section 11.8herein), if applicable) two duly signed completed copies, signed by a Responsible Official, copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by Borrower pursuant to this Agreement) or such other equivalent successor form) evidence satisfactory to Borrower and the Administrative Agent that no such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding under tax and U.S. backup withholding taxes, including any exemption pursuant to Section 881(c) of the federal income tax laws is required with respect to such PersonCode. Thereafter and from time to time, each such Person Foreign Lender shall (ai) promptly submit to Borrower (with a copy to the Administrative Agent), Agent such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption fromfrom or reduction of, United States withholding taxes in respect of all payments to be made to such Person Foreign Lender by Borrower pursuant to this Agreement Agreement, (ii) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (biii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Foreign Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to the Borrower (with a copy to the Administrative Agent), on or before within 20 days after the Closing Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN W-8 or W-8ECI X-0 XXX xx xxx Xxxxxx Xxxxxx Internal Revenue Service or such other evidence (or other equivalent successor formincluding, if reasonably necessary, Form W-9) satisfactory to the Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall upon request by the Borrower (a) promptly submit to the Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by the Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Euro-Dollar Lending Office, if any) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that the Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by the Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to the Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Foreign Lender shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.812.8, if applicable) (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent) two duly completed copies, signed by a Responsible Officialan authorized officer, of either Form W-8BEN W-8BEN-E (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W-8ECI (or other equivalent successor form) appropriate Form W-8 or Form W-9, as applicable, satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonForeign Lender. Thereafter and from time to time, each such Person Foreign Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes Taxes in respect of all payments to be made to such Person Foreign Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonForeign Lender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Applicable Laws that Borrower make any deduction or withholding for taxes Taxes from amounts payable to such PersonForeign Lender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) 12.8.5 to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of ColumbiaForeign Lender, then, upon request made by Borrower Xxxxxxxx or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.. SMRH:4838-5569-6023.10 -121- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement 12.18

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower Borrowers (with a copy to the Administrative Agent), on or before the Closing Amendment Effective Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.814.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrowers pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by the Borrowers pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower Borrowers and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower Borrowers (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower Borrowers and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower Borrowers make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower Borrowers or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e14.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower Borrowers or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower Borrowers and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State state thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before within twenty days after the Closing Date (or on or before after accepting an assignment Assignment Agreement or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either -110- Form W-8BEN 1001 (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Person by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (INCLUDING, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of Form W-8BEN or W-8ECI (or other equivalent successor form) W-8 ECI satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and In order to establish that each holder of a participation interest herein, Lender that is incorporated or otherwise not organized under the Laws laws of a jurisdiction other than the United States of America or any State state or other political subdivision thereof is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the District Internal Revenue Code or otherwise (or under any comparable provisions of Columbia any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents and that such Lender is entitled to an exemption from United States backup withholding tax, each such Lender shall deliver to Borrower Representative (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.812.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrowers pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by the Borrowers pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W 9) satisfactory to Borrower Representative and the Administrative Agent that no deduction or withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower Representative (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower Representative and the Administrative Agent of any available exemption from, United States deduction for withholding taxes in respect of all payments to be made to such Person Lender by Borrower Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower Borrowers make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower Representative or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e12.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower Representative or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower Representative and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. (a) (i) Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of not a jurisdiction other than the "United States person" within the meaning of America or any State thereof or Section 7701(a)(30) of the District of Columbia Code (a "Foreign Lender") shall deliver to Borrower (with a copy to the Administrative Agent), on or before prior to receipt of any payment subject to withholding under the Closing Date Code (or on or before upon accepting an assignment or receiving a participation of an interest herein pursuant to Section 11.8herein), if applicable) two duly signed completed copies, signed by a Responsible Official, copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or such other equivalent successor form) evidence satisfactory to the Borrower and the Administrative Agent that no such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding under tax, including any exemption pursuant to Section 881(c) of the federal income tax laws is required with respect to such PersonCode. Thereafter and from time to time, each such Person Foreign Lender shall (aA) promptly submit to Borrower (with a copy to the Administrative Agent), Agent such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption fromfrom or reduction of, United States withholding taxes in respect of all payments to be made to such Person Foreign Lender by the Borrower pursuant to this Agreement Agreement, (B) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (bC) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Foreign Lender.

Foreign Lenders and Participants. Each Lender, and each holder of -------------------------------- a participation interest herein, that is incorporated a "foreign corporation, partnership or otherwise organized under trust" within the Laws meaning of a jurisdiction other than the United States Internal Revenue Code of America or any State thereof or the District of Columbia 1986, as amended from time to time ("Code") shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date prior to receipt of ---- any payment subject to withholding (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8herein), if applicable) two duly signed completed copies, signed by a Responsible Official, copies of either Form W-8BEN or any successor thereto (relating to such person and entitling it to a complete exemption from withholding on all payments to be made to such person by Borrower pursuant to this Agreement) or Form W-8ECI or any successor thereto (relating to all payments to be made to such person by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor form) evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Personperson. Thereafter and from time to time, each such Person person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), Agent such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLenders, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Officelending office, if any) to avoid any requirement of applicable Laws laws that Borrower make any deduction or withholding for taxes from amounts payable to such Personperson. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted If such participation, such Lender shall cause such participant financial institution persons fails to deliver the same documents above forms or other documentation, then Administrative Agent may withhold from any interest payment to such person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and information to Borrower ----------------- 1442 of the Code, without reduction. If any Tribunal asserts that Administrative ---- Agent did not properly withhold any tax or other amount from payments made in respect of such person, such person shall indemnify Administrative Agent therefor, including all penalties and interest and costs and expenses (including attorney fees) of Administrative Agent. The obligation of Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of Administrative Agent as would be required under this Section if such financial institution were a LenderAgent.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Managing Agent), on or before within twenty (20) days after the Closing Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.812.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (INCLUDING, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Managing Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall upon request by Borrower (a) promptly submit to Borrower (with a copy to the Administrative Managing Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Managing Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower or the Administrative Managing Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e12.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Managing Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Managing Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before within twenty days after the Closing Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.812.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall upon request by Borrower (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e12.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.812.8, if applicable) two duly completed copies, signed by a Responsible Official, of a United States Internal Revenue Service Form W-8BEN W8-ECI or W-8ECI such other evidence (or other equivalent successor formincluding, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e12.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. The foregoing three sentences of this Section 12.21 apply to any Lender that is a "bank" within the meaning of Section 88(c)(3)(A) of the Code. With respect to any Lender that is not a "bank" within the meaning of Section 88(c)(3)(A) of the Code that intends to claim exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payment of "portfolio interest," such a Lender shall deliver to Borrower (with a copy to the Administrative Agent) a Form W-8, or any subsequent versions thereof or successors thereto (and, if such Non-U.S. Lender delivers a Form W-8, a certificate representing that such Non-U.S. Lender is not a "bank" for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Borrower and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Code), properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from U.S. Federal withholding tax on payments of interest by Borrower under this Agreement and the other Loan Documents).

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated a "foreign corporation, partnership or otherwise organized under trust" within the Laws meaning of a jurisdiction other than the United States of America or any State thereof or the District of Columbia IRC shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date prior to receipt of any payment subject to withholding (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8herein), if applicable) two duly signed completed copies, signed by a Responsible Official, copies of either Form W-8BEN or any successor thereto (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Borrower pursuant to this Agreement) or Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor form) evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), Agent such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement Agreement, and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.be

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated a "foreign corporation, partnership or otherwise organized under trust" within the Laws meaning of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Code shall deliver to Borrower (with a copy to the Administrative Agent), on or before (a) within 20 days after the Closing Date Date, or (or on or before b) prior to accepting an assignment or receiving a participation interest herein herein, two duly signed completed copies of either Form W-8BEN (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by the Company pursuant to Section 11.8this Agreement) or Form W-8ECI (relating to all payments to be made to such Person by the Company pursuant to this Agreement) of the United States Internal Revenue Service or such other evidence (including, if applicable) two duly completed copiesreasonably necessary, signed by a Responsible Official, of Form W-8BEN W-8 or W-8ECI (or other equivalent successor formW-9) satisfactory to Borrower the Company and the Administrative Agent that no withholding under the U.S. federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), Agent two such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower the Company and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower the Company pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement Requirement of applicable Laws Law that Borrower the Company make any deduction or withholding for taxes from amounts payable to such Person. In If such Persons fails to timely deliver the event that Borrower above forms or other documentation, then the Administrative Agent becomes aware may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted did not properly withhold any tax or other amount from payments made in respect of such participationPerson, such Lender Person shall cause such participant financial institution to deliver the same documents and information to Borrower and indemnify the Administrative Agent as would be required therefor, including all penalties and interest and costs and expenses (including reasonable Attorneys Fees of the Administrative Agent. The obligation of the Lenders under this Section if such financial institution were a Lendershall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of Form W-8BEN W-8 BEN or W-8ECI W-8 ECI (or other equivalent successor form) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including the re-designation of its Eurodollar LIBOR Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia (“Foreign Lender”) shall deliver to Borrower (with a copy to the Administrative Agent), ) on or before the Closing Effective Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Borrower pursuant to this Agreement) or W-8ECI Form W-8 ECI (relating to all payments to be made to such Person by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), ) such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending LIBOR Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated a "foreign corporation, partnership or otherwise organized under trust" within the Laws meaning of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Code shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date prior to receipt of any payment subject to withholding (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8herein), if applicable) two duly signed completed copies, signed by a Responsible Official, copies of either Form W-8BEN or any successor thereto (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Borrower pursuant to this Agreement) or Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor form) evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), Agent such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted If such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.Persons fails

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Foreign Lender shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.812.8.2, if applicable) two duly completed copies, signed by a Responsible Officialan authorized officer, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or W-8ECI Form W‑8BEN (relating to all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably necessary, Form W‑9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax Tax laws is required with respect to such PersonForeign Lender. Thereafter and from time to time, each such Person Foreign Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes Taxes in respect of all payments to be made to such Person Foreign Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonForeign Lender, and as may be reasonably necessary (including the re-re designation of its Eurodollar Lending OfficeLIBOR lending office, if any) to avoid any requirement of applicable Laws Applicable Law that Borrower make any deduction or withholding for taxes Taxes from amounts payable to such PersonForeign Lender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) 12.8.5 to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of ColumbiaForeign Lender, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of Form W-8BEN W-8 BEN or W-8ECI W-8 ECI (or other equivalent successor form) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including the re-re designation of its Eurodollar LIBOR Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, in the Loans that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State state thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before within twenty days after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) , two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Person by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor form) evidence satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws laws that Borrower make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia Foreign Lender shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.812.8, if applicable) (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent) two duly completed copies, signed by a Responsible Officialan authorized officer, of either Form W-8BEN W-8BEN-E (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or Form W-8ECI (or other equivalent successor form) appropriate Form W-8 or Form W-9, as applicable, satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonForeign Lender. Thereafter and from time to time, each such Person Foreign Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes Taxes in respect of all payments to be made to such Person Foreign Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonForeign Lender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Applicable Laws that Borrower make any deduction or withholding for taxes Taxes from amounts payable to such PersonForeign Lender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) 12.8.5 to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of ColumbiaForeign Lender, then, upon request made by Borrower Xxxxxxxx or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.. 12.18

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower Borrowers (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 11.814.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrowers pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by the Borrowers pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (INCLUDING, if reasonably necessary, Form W-9) satisfactory to Borrower Borrowers and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall (a) promptly submit to Borrower Borrowers (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower Borrowers and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower Borrowers make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower Borrowers or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e14.8(E) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower Borrowers or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower Borrowers and the Administrative Agent as would be required under this Section if such financial institution were a Lender. The foregoing three sentences of this Section 14.21 apply to any Lender that is a "bank" within the meaning of Section 88(c)(3)(A) of the Code. With respect to any Lender that is not a "bank" within the meaning of Section 88(c)(3)(A) of the Code that intends to claim exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payment of "portfolio interest," such a Lender shall deliver to Borrowers (with a copy to the Administrative Agent) a Form W-8, or any subsequent versions thereof or successors thereto (and, if such Non-U.S. Lender delivers a Form W-8, a certificate representing that such Non-U.S. Lender is not a "bank" for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Borrowers and is not a controlled foreign corporation related to Borrowers (within the meaning of Section 864(d)(4) of the Code), properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from U.S. Federal withholding tax on payments of interest by Borrowers under this Agreement and the other Loan Documents.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State state thereof or the District of Columbia shall deliver to Borrower Parent (with a copy to the Administrative Agent), on or before within twenty days after the Closing Date (or on or before after accepting an assignment Assignment Agreement or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Parent and the Borrowers pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Person by Parent and the Borrowers pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (INCLUDING, if reasonably necessary, Form W-9) satisfactory to Borrower Parent and the Borrowers and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower Parent (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower Parent and the Borrowers and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower Parent and the Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws laws that Borrower Parent or the Borrowers make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State state thereof or the District of Columbia shall deliver to Borrower Parent (with a copy to the Administrative Agent), on or before within twenty days after the Closing Date (or on or before after accepting an assignment Assignment Agreement or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Person and entitling it to a complete exemption from withholding on all payments to be made to such Person by Parent and the Borrowers pursuant to this Agreement) or W-8ECI Forms W8-ECI or W8-BEN (relating to all payments to be made to such Person by Parent and the Borrowers pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (INCLUDING, if reasonably necessary, Form W-9) satisfactory to Borrower Parent and the Borrowers and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Person. Thereafter and from time to time, each such Person shall (a) promptly submit to Borrower Parent (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower Parent and the Borrowers and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person by Borrower Parent and the Borrowers pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws laws that Borrower Parent or the Borrowers make any deduction or withholding for taxes from amounts payable to such Person. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.

Foreign Lenders and Participants. Each Lender, and each holder of a participation interest herein, Lender that is -------------------------------- incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before within twenty (20) days after the Closing Date (or on or before after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed by a Responsible Official, of either Form W-8BEN 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower pursuant to this Agreement) or W-8ECI Form 4224 (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other equivalent successor formevidence (including, if reasonably --------- necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such PersonLender. Thereafter and from time to time, each such Person Lender shall upon request by Borrower (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such form forms (or such successor form(s) forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Person Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such PersonLender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such PersonLender. In the event that Borrower or the Administrative Agent becomes become aware that a participation has been granted pursuant to Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender that which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender.