Common use of Performance Conditions Clause in Contracts

Performance Conditions. The obligations of the Calculation Agent to effect the transactions contemplated hereby shall be subject to the following conditions: (a) The Calculation Agent shall have (i) completed its due diligence with respect to the Borrower and each Lender in order to satisfy compliance with laws and regulations applicable to financial institutions in connection with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations) and (ii) been satisfied with the results of such due diligence in its sole discretion. (b) Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, Holdings and the Borrower shall deliver to the Calculation Agent evidence satisfactory to the Calculation Agent substantiating that it is not a Non-Exempt Person and that the Calculation Agent is not obligated under Applicable Law to withhold Taxes on sums paid to it with respect to the Portfolio Assets or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if Holdings or the Borrower, as applicable, is created or organized under the laws of the United States, any State thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-9 and (ii) if Holdings or the Borrower is not created or organized under the laws of the United States, any State thereof or the District of Columbia, and if the payment of interest or other amounts by Holdings or the Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, Holdings or the Borrower, as applicable, shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-8ECI, Form W-8EXP, Form W-8IMY (with appropriate attachments) or Form W-8BEN or W-8BEN-E, or successor forms, as may be required from time to time, duly executed by Holdings or the Borrower, as applicable, as evidence of such party's exemption from the withholding of United States tax with respect thereto. The Calculation Agent shall not be obligated to make any payment hereunder to Holdings or the Borrower until Holdings or the Borrower shall have furnished to the Calculation Agent the requested forms, certificates, statements or documents. (c) In each and every case of a Holdings AML and International Trade Default or Borrower AML and International Trade Default, the Calculation Agent may, by notice in writing to Borrower and the Lenders, in addition to whatever rights the Calculation Agent may have at law or in equity, including injunctive relief and specific performance, immediately resign as Calculation Agent (notwithstanding any provision in Sections 8.09, 9.07 or otherwise in this Agreement, but subject to the provisions set forth in this Section 11.19(c)), without the Calculation Agent incurring any penalty or fee of any kind whatsoever in connection therewith. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Holdings AML and International Trade Default or Borrower AML and International Trade Default. On or after the receipt by Holdings or the Borrower and any Lender of a written notice of resignation from the Calculation Agent pursuant to this Section 11.19(c), (i) all payments communications, determinations and other obligations provided to be made by, to or through the Calculation Agent shall instead be made by, to or through each Lender until such time as a successor to the Calculation Agent has been appointed as provided by this Agreement and (ii) the Calculation Agent's obligations under this Agreement shall terminate. Notwithstanding the foregoing, upon any such termination, the Calculation Agent will be entitled to receive all accrued Fees, indemnities and expenses through the date of termination.

Performance Conditions. The obligations of the Calculation Agent to effect the transactions contemplated hereby shall be subject to the following conditions: (a) The Calculation Agent shall have (i) completed its due diligence with respect to the Borrower and each Lender in order to satisfy compliance with laws and regulations applicable to financial institutions in connection with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations) and (ii) been satisfied with the results of such due diligence in its sole discretion. (b) Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, Holdings and the Borrower shall deliver to the Calculation Agent evidence satisfactory to the Calculation Agent substantiating that it is not a Non-Exempt Non‐Exempt Person and that the Calculation Agent is not obligated under Applicable Law to withhold Taxes on sums paid to it with respect to the Portfolio Assets or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if Holdings or the Borrower, as applicable, is created or organized under the laws of the United States, any State thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-9 W‐9 and (ii) if Holdings or the Borrower is not created or organized under the laws of the United States, any State thereof or the District of Columbia, and if the payment of interest or other amounts by Holdings or the Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, Holdings or the Borrower, as applicable, shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-8ECIW‐8ECI, Form W-8EXPW‐8EXP, Form W-8IMY W‐8IMY (with appropriate attachments) or Form W-8BEN W‐8BEN or W-8BENW‐8BEN-E, or successor forms, as may be required from time to time, duly executed by Holdings or the Borrower, as applicable, as evidence of such party's ’s exemption from the withholding of United States tax with respect thereto. The Calculation Agent shall not be obligated to make any payment hereunder to Holdings or the Borrower until Holdings or the Borrower shall have furnished to the Calculation Agent the requested forms, certificates, statements or documents. (c) In each and every case of a Holdings AML and International Trade Default or Default, Borrower AML and International Trade Default or a Lender Event of Default, the Calculation Agent may, by notice in writing to Borrower and the Lenders, in addition to whatever rights the Calculation Agent may have at law or in equity, including injunctive relief and specific performance, immediately resign as Calculation Agent and Collateral Custodian (notwithstanding any provision in Sections 8.09, 9.07 or otherwise in this Agreement, but subject to the provisions set forth in this Section 11.19(c)), without the Calculation Agent incurring any penalty or fee of any kind whatsoever in connection therewith. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Holdings AML and International Trade Default or Default, Borrower AML and International Trade Default or Lender Event of Default. On or after the receipt by Holdings or the Borrower and any Lender of a written notice of resignation from the Calculation Agent pursuant to this Section 11.19(c), (i) all payments communications, determinations and other obligations provided to be made by, to or through the Calculation Agent shall instead be made by, to or through each Lender until such time as a successor to the Calculation Agent has been appointed as provided by this Agreement and (ii) the Calculation Agent's ’s obligations under this Agreement shall terminate. After the receipt by Holdings or the Borrower and any Lender of a written notice of resignation from the Calculation Agent pursuant to this Section 11.19(c), the Collateral Custodian shall deliver all Loan Asset Files in its possession to the Administrative Agent or such other Person as the Administrative Agent designates in writing, in all cases at the sole cost and expense of the Borrower. Notwithstanding the foregoing, upon any such termination, the Calculation Agent will be entitled to receive all accrued Fees, indemnities and expenses through the date of termination.

Performance Conditions. The obligations of the Calculation Agent Midland to effect the transactions contemplated hereby shall be subject to the following conditions: (ai) The Calculation Agent Midland shall have (i) completed its due diligence with respect to the Borrower and each Lender in order to satisfy compliance with laws and regulations applicable to financial institutions in connection with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations) ), and (ii) Midland shall have been satisfied with the results of such due diligence in its sole discretion.; (b) Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, Holdings and the Borrower shall deliver to the Calculation Agent Servicer evidence satisfactory to the Calculation Agent Servicer substantiating that it is not a Non-Exempt Non‐Exempt Person and that the Calculation Agent Midland is not obligated under Applicable Law applicable law to withhold Taxes on sums paid to it with respect to the Portfolio Loan Assets or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if Holdings or the Borrower, as applicable, is are created or organized under the laws of the United States, any State state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent Servicer an Internal Revenue Service Form W-9 W‐9 and (ii) if Holdings or the Borrower is not created or organized under the laws of the United States, any State state thereof or the District of Columbia, and if the payment of interest or other amounts by Holdings or the Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, Holdings or the Borrower, as applicable, shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent Servicer an Internal Revenue Service Form W-8ECIW‐8ECI, Form W-8EXPW‐8EXP, Form W-8IMY W‐8IMY (with appropriate attachments) or Form W-8BEN or W-8BEN-EW‐8BEN, or successor forms, as may be required from time to time, duly executed by Holdings or and/or the Borrower, as applicable, as evidence of such party's ’s exemption from the withholding of United States tax with respect thereto. The Calculation Agent Midland shall not be obligated to make any payment hereunder to Holdings or the Borrower until Holdings or and the Borrower shall have furnished to the Calculation Agent Servicer the requested forms, certificates, statements or documents.; and (c) In each and every case of a Holdings AML and International Trade Default, Borrower AML Default or Borrower AML and International Trade a Lender Event of Default, the Calculation Agent Midland may, by notice in writing to Borrower and the Lenders, in addition to whatever rights the Calculation Agent Midland may have at law or in equity, including injunctive relief and specific performance, immediately resign as Calculation Agent Servicer, Administrative Agent, Collateral Custodian and Account Bank (notwithstanding any provision in Sections 8.096.10, 9.07 9.01(i), 12.07 or otherwise in this Agreement, but subject to the provisions set forth in this Section 11.19(c9.03(c)), without the Calculation Agent Midland incurring any penalty or fee of any kind whatsoever in connection therewith. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Holdings AML and International Trade Default, Borrower AML Default or Borrower AML and International Trade Lender Event of Default. On or after the receipt by Holdings or Holdings, the Borrower and any Lender of a written notice of resignation from the Calculation Agent Midland pursuant to this Section 11.19(c9.03(c), (i) all payments communications, determinations and other obligations provided to be made by, to or through the Calculation Agent Midland shall instead be made by, to or through each Lender until such time as a successor to the Calculation Agent Midland has been appointed as provided by this Agreement and Agreement, (ii) the Calculation Administrative Agent shall continue to hold its security interest in the Collateral and the Pledged Equity on behalf of the Secured Parties until assigned to the Lenders, (iii) the Administrative Agent's ’s security interest in the Collateral and the Pledged Equity is immediately and automatically assigned to the Lenders without any action on the part of the Administrative Agent or the Lenders, and (iv) Midland’s obligations under this Agreement shall terminate. After the receipt by Holdings, the Borrower and any Lender of a written notice of resignation from Midland pursuant to this Section 9.03(c), (A) the Administrative Agent shall deliver such Collateral or Pledged Equity as it possesses to the Initial Lender or such other Person as the Initial Lender designates in writing and shall execute and deliver such assignments, releases and other similar documents as are reasonably requested by the Lenders to evidence the assignment described in clause (iii) above and (B) the Collateral Custodian shall deliver all Loan Asset Files to the Initial Lender or such other Person as the Initial Lender designates in writing, in all cases at the sole cost and expense of the Borrower. Notwithstanding the foregoing, upon any such termination, the Calculation Agent Midland will be entitled to receive all accrued Fees, indemnities and expenses through the date of termination.

Performance Conditions. The obligations of the Calculation Agent to effect the transactions contemplated hereby shall be subject to the following conditions: : (a) The Calculation Agent shall have (i) completed its due diligence with respect to the Borrower and each Lender in order to satisfy compliance with laws and regulations applicable to financial institutions in connection with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations) and (ii) been satisfied with the results of such due diligence in its sole discretion. (b) Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, Holdings and the Borrower shall deliver to the Calculation Agent evidence satisfactory to the Calculation Agent substantiating that it is not a Non-Exempt Non‐Exempt Person and that the Calculation Agent is not obligated under Applicable Law to withhold Taxes on sums paid to it with respect to the Portfolio Assets or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if Holdings or the Borrower, as applicable, is created or organized under the laws of the United States, any State thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-9 W‐9 and (ii) if Holdings or the Borrower is not created or organized under the laws of the United States, any State thereof or the District of Columbia, and if the payment of interest or other amounts by Holdings or the Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, Holdings or the Borrower, as applicable, shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-8ECIW‐8ECI, Form W-8EXPW‐8EXP, Form W-8IMY W‐8IMY (with appropriate attachments) or Form W-8BEN W‐8BEN or W-8BEN-EW‐8BEN‐E, or successor forms, as may be required from time to time, duly executed by Holdings or the Borrower, as applicable, as evidence of such party's exemption from the withholding of United States tax with respect thereto. The Calculation Agent shall not be obligated to make any payment hereunder to Holdings or the Borrower until Holdings or the Borrower shall have furnished to the Calculation Agent the requested forms, certificates, statements or documents. (c) In each and every case of a Holdings AML and International Trade Default or Borrower AML and International Trade Default, the Calculation Agent may, by notice in writing to Borrower and the Lenders, in addition to whatever rights the Calculation Agent may have at law or in equity, including injunctive relief and specific performance, immediately resign as Calculation Agent (notwithstanding any provision in Sections 8.09, 9.07 or otherwise in this Agreement, but subject to the provisions set forth in this Section 11.19(c)), without the Calculation Agent incurring any penalty or fee of any kind whatsoever in connection therewith. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Holdings AML and International Trade Default or Borrower AML and International Trade Default. On or after the receipt by Holdings or the Borrower and any Lender of a written notice of resignation from the Calculation Agent pursuant to this Section 11.19(c), (i) all payments communications, determinations and other obligations provided to be made by, to or through the Calculation Agent shall instead be made by, to or through each Lender until such time as a successor to the Calculation Agent has been appointed as provided by this Agreement and (ii) the Calculation Agent's obligations under this Agreement shall terminate. Notwithstanding the foregoing, upon any such termination, the Calculation Agent will be entitled to receive all accrued Fees, indemnities and expenses through the date of termination.Borrower

Performance Conditions. The obligations of the Calculation Agent to effect the transactions contemplated hereby shall be subject to the following conditions: (a) The Calculation Agent shall have (i) completed its due diligence with respect to the Borrower and each Lender in order to satisfy compliance with laws and regulations applicable to financial institutions in connection with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations) and (ii) been satisfied with the results of such due diligence in its sole discretion. (b) Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, Holdings and the Borrower shall deliver to the Calculation Agent evidence satisfactory to the Calculation Agent substantiating that it is not a Non-Exempt Person and that the Calculation Agent is not obligated under Applicable Law to withhold Taxes on sums paid to it with respect to the Portfolio Assets or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if Holdings or the Borrower, as applicable, is created or organized under the laws of the United States, any State thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-9 W 9 and (ii) if Holdings or the Borrower is not created or organized under the laws of the United States, any State thereof or the District of Columbia, and if the payment of interest or other amounts by Holdings or the Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, Holdings or the Borrower, as applicable, shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-8ECIW 8ECI, Form W-8EXPW 8EXP, Form W-8IMY W 8IMY (with appropriate attachments) or Form W-8BEN W 8BEN or W-8BEN-E, or successor forms, as may be required from time to time, duly executed by Holdings or the Borrower, as applicable, as evidence of such party's ’s exemption from the withholding of United States tax with respect thereto. The Calculation Agent shall not be obligated to make any payment hereunder to Holdings or the Borrower until Holdings or the Borrower shall have furnished to the Calculation Agent the requested forms, certificates, statements or documents. (c) In each and every case of a Holdings AML and International Trade Default or Default, Borrower AML and International Trade Default or a Lender Event of Default, the Calculation Agent may, by notice in writing to Borrower and the Lenders, in addition to whatever rights the Calculation Agent may have at law or in equity, including injunctive relief and specific performance, immediately resign as Calculation Agent and Collateral Custodian (notwithstanding any provision in Sections 8.09, 9.07 or otherwise in this Agreement, but subject to the provisions set forth in this Section 11.19(c)), without the Calculation Agent incurring any penalty or fee of any kind whatsoever in connection therewith. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Holdings AML and International Trade Default or Default, Borrower AML and International Trade Default or Lender Event of Default. On or after the receipt by Holdings or the Borrower and any Lender of a written notice of resignation from the Calculation Agent pursuant to this Section 11.19(c), (i) all payments communications, determinations and other obligations provided to be made by, to or through the Calculation Agent shall instead be made by, to or through each Lender until such time as a successor to the Calculation Agent has been appointed as provided by this Agreement and (ii) the Calculation Agent's ’s obligations under this Agreement shall terminate. After the receipt by Holdings or the Borrower and any Lender of a written notice of resignation from the Calculation Agent pursuant to this Section 11.19(c), the Collateral Custodian shall deliver all Loan Asset Files in its possession to the Administrative Agent or such other Person as the Administrative Agent designates in writing, in all cases at the sole cost and expense of the Borrower. Notwithstanding the foregoing, upon any such termination, the Calculation Agent will be entitled to receive all accrued Fees, indemnities and expenses through the date of termination.

Performance Conditions. The obligations of the Calculation Agent to effect the transactions contemplated hereby shall be subject to the following conditions: (a) The Calculation Agent shall have (i) completed its due diligence with respect to the Borrower and each Lender in order to satisfy compliance with laws and regulations applicable to financial institutions in connection with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations) and (ii) been satisfied with the results of such due diligence in its sole discretion. (b) Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, Holdings and the Borrower shall deliver to the Calculation Agent evidence satisfactory to the Calculation Agent substantiating that it is not a Non-Exempt Person and that the Calculation Agent is not obligated under Applicable Law to withhold Taxes on sums paid to it with respect to the Portfolio Assets or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if Holdings or the Borrower, as applicable, is created or organized under the laws of the United States, any State thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-9 W9 and (ii) if Holdings or the Borrower is not created or organized under the laws of the United States, any State thereof or the District of Columbia, and if the payment of interest or other amounts by Holdings or the Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, Holdings or the Borrower, as applicable, shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-8ECIW8ECI, Form W-8EXPW8EXP, Form W-8IMY W8IMY (with appropriate attachments) or Form W-8BEN W8BEN or W-8BEN-E, or successor forms, as may be required from time to time, duly executed by Holdings or the Borrower, as applicable, as evidence of such party's ’s exemption from the withholding of United States tax with respect thereto. The Calculation Agent shall not be obligated to make any payment hereunder to Holdings or the Borrower until Holdings or the Borrower shall have furnished to the Calculation Agent the requested forms, certificates, statements or documents.. NAI-15121569431515895953v1213 -120- (c) In each and every case of a Holdings AML and International Trade Default or Default, Borrower AML and International Trade Default or a Lender Event of Default, the Calculation Agent may, by notice in writing to Borrower and the Lenders, in addition to whatever rights the Calculation Agent may have at law or in equity, including injunctive relief and specific performance, immediately resign as Calculation Agent and Collateral Custodian (notwithstanding any provision in Sections 8.09, 9.07 or otherwise in this Agreement, but subject to the provisions set forth in this Section 11.19(c)), without the Calculation Agent incurring any penalty or fee of any kind whatsoever in connection therewith. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Holdings AML and International Trade Default or Default, Borrower AML and International Trade Default or Lender Event of Default. On or after the receipt by Holdings or the Borrower and any Lender of a written notice of resignation from the Calculation Agent pursuant to this Section 11.19(c), (i) all payments communications, determinations and other obligations provided to be made by, to or through the Calculation Agent shall instead be made by, to or through each Lender until such time as a successor to the Calculation Agent has been appointed as provided by this Agreement and (ii) the Calculation Agent's ’s obligations under this Agreement shall terminate. After the receipt by Holdings or the Borrower and any Lender of a written notice of resignation from the Calculation Agent pursuant to this Section 11.19(c), the Collateral Custodian shall deliver all Loan Asset Files in its possession to the Administrative Agent or such other Person as the Administrative Agent designates in writing, in all cases at the sole cost and expense of the Borrower. Notwithstanding the foregoing, upon any such termination, the Calculation Agent will be entitled to receive all accrued Fees, indemnities and expenses through the date of termination.

Performance Conditions. The obligations of the Calculation Agent to effect the transactions contemplated hereby shall be subject to the following conditions: (a) The Calculation Agent shall have (i) completed its due diligence with respect to the Borrower and each Lender in order to satisfy compliance with laws and regulations applicable to financial institutions in connection with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations) and (ii) been satisfied with the results of such due diligence in its sole discretion. (b) Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, Holdings and the Borrower shall deliver to the Calculation Agent evidence satisfactory to the Calculation Agent substantiating that it is not a Non-Exempt Person and that the Calculation Agent is not obligated under Applicable Law to withhold Taxes on sums paid to it with respect to the Portfolio Assets or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if Holdings or the Borrower, as applicable, is created or organized under the laws of the United States, any State thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-9 and (ii) if Holdings or the Borrower is not created or organized under the laws of the United States, any State thereof or the District of Columbia, and if the payment of interest or other amounts by Holdings or the Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, Holdings or the Borrower, as applicable, shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-8ECI, Form W-8EXP, Form W-8IMY (with appropriate attachments) or Form W-8BEN or W-8BEN-E, or successor forms, as may be required from time to time, duly executed by Holdings or the Borrower, as applicable, as evidence of such party's ’s exemption from the withholding of United States tax with respect thereto. The Calculation Agent shall not be obligated to make any payment hereunder to Holdings or the Borrower until Holdings or the Borrower shall have furnished to the Calculation Agent the requested forms, certificates, statements or documents. (c) In each and every case of a Holdings AML and International Trade Default or Default, Borrower AML and International Trade Default or a Lender Event of Default, the Calculation Agent may, by notice in writing to Borrower and the Lenders, in addition to whatever rights the Calculation Agent may have at law or in equity, including injunctive relief and specific performance, immediately resign as Calculation Agent and Collateral Custodian (notwithstanding any provision in Sections 8.09, 9.07 or otherwise in this Agreement, but subject to the provisions set forth in this Section 11.19(c)), without the Calculation Agent incurring any penalty or fee of any kind whatsoever in connection therewith. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Holdings AML and International Trade Default or Default, Borrower AML and International Trade Default or Lender Event of Default. On or after the receipt by Holdings or the -104- Borrower and any Lender of a written notice of resignation from the Calculation Agent pursuant to this Section 11.19(c), (i) all payments communications, determinations and other obligations provided to be made by, to or through the Calculation Agent shall instead be made by, to or through each Lender until such time as a successor to the Calculation Agent has been appointed as provided by this Agreement and (ii) the Calculation Agent's ’s obligations under this Agreement shall terminate. After the receipt by Holdings or the Borrower and any Lender of a written notice of resignation from the Calculation Agent pursuant to this Section 11.19(c), the Collateral Custodian shall deliver all Loan Asset Files in its possession to the Administrative Agent or such other Person as the Administrative Agent designates in writing, in all cases at the sole cost and expense of the Borrower. Notwithstanding the foregoing, upon any such termination, the Calculation Agent will be entitled to receive all accrued Fees, indemnities and expenses through the date of termination.

Performance Conditions. The obligations of the Calculation Agent to effect the transactions contemplated hereby shall be subject to the following conditions: (a) The Calculation Agent shall have (i) completed its due diligence with respect to the Borrower and each Lender in order to satisfy compliance with laws and regulations applicable to financial institutions in connection with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations) and (ii) been satisfied with the results of such due diligence in its sole discretion. (b) Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, Holdings and the Borrower shall deliver to the Calculation Agent evidence satisfactory to the Calculation Agent substantiating that it is not a Non-Exempt Non‐Exempt Person and that the Calculation Agent is not obligated under Applicable Law to withhold Taxes on sums paid to it with respect to the Portfolio Assets or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if Holdings or the Borrower, as applicable, is created or organized under the laws of the United States, any State thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-9 W‐9 and (ii) if Holdings or the Borrower is not created or organized under the laws of the United States, any State thereof or the District of Columbia, and if the payment of interest or other amounts by Holdings or the Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, Holdings or the Borrower, as applicable, shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent an Internal Revenue Service Form W-8ECIW‐8ECI, Form W-8EXPW‐8EXP, Form W-8IMY W‐8IMY (with appropriate attachments) or Form W-8BEN W‐8BEN or W-8BENW‐8BEN-E, or successor forms, as may be required from time to time, duly executed by Holdings or the Borrower, as applicable, as evidence of such party's ’s exemption from the withholding of United States tax with respect thereto. The Calculation Agent shall not be obligated to make any payment hereunder to Holdings or the Borrower until Holdings or the Borrower shall have furnished to the Calculation Agent the requested forms, certificates, statements or documents. (c) In each and every case of a Holdings AML and International Trade Default or Default, Borrower AML and International Trade Default or a Lender Event of Default, the Calculation Agent may, by notice in writing to Borrower and the Lenders, in addition to whatever rights the Calculation Agent may have at law or in equity, including injunctive relief and specific performance, immediately resign as Calculation Agent and Collateral Custodian (notwithstanding any provision in Sections 8.09, 9.07 or otherwise in this Agreement, but subject -149- to the provisions set forth in this Section 11.19(c)), without the Calculation Agent incurring any penalty or fee of any kind whatsoever in connection therewith. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Holdings AML and International Trade Default or Default, Borrower AML and International Trade Default or Lender Event of Default. On or after the receipt by Holdings or the Borrower and any Lender of a written notice of resignation from the Calculation Agent pursuant to this Section 11.19(c), (i) all payments communications, determinations and other obligations provided to be made by, to or through the Calculation Agent shall instead be made by, to or through each Lender until such time as a successor to the Calculation Agent has been appointed as provided by this Agreement and (ii) the Calculation Agent's ’s obligations under this Agreement shall terminate. After the receipt by Holdings or the Borrower and any Lender of a written notice of resignation from the Calculation Agent pursuant to this Section 11.19(c), the Collateral Custodian shall deliver all Loan Asset Files in its possession to the Administrative Agent or such other Person as the Administrative Agent designates in writing, in all cases at the sole cost and expense of the Borrower. Notwithstanding the foregoing, upon any such termination, the Calculation Agent will be entitled to receive all accrued Fees, indemnities and expenses through the date of termination.

Performance Conditions. The obligations of the Calculation Agent Midland to effect the transactions contemplated hereby shall be subject to the following conditions: (ai) The Calculation Agent Midland shall have (i) completed its due diligence with respect to the Borrower and each Lender in order to satisfy compliance with laws and regulations applicable to financial institutions in connection with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations) ), and (iii) Midland shall have been satisfied with the results of such due diligence in its sole discretion.; (b) Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, Holdings and the Borrower shall deliver to the Calculation Agent Servicer evidence satisfactory to the Calculation Agent Servicer substantiating that it is not a Non-Exempt Person and that the Calculation Agent Midland is not obligated under Applicable Law applicable law to withhold Taxes on sums paid to it with respect to the Portfolio Loan Assets or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if Holdings or the Borrower, as applicable, is are created or organized under the laws of the United States, any State state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent Servicer an Internal Revenue Service Form W-9 W‑9 and (ii) if Holdings or the Borrower is not created or organized under the laws of the United States, any State state thereof or the District of Columbia, and if the payment of interest or other amounts by Holdings or the Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, Holdings or the Borrower, as applicable, shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent Servicer an Internal Revenue Service Form W-8ECIW‑8ECI, Form W-8EXPW‑8EXP, Form W-8IMY W‑8IMY (with appropriate attachments) or Form W-8BEN or W-8BEN-EW‑8BEN, or successor forms, as may be required from time to time, duly executed by Holdings or and/or the Borrower, as applicable, as evidence of such party's ’s exemption from the withholding of United States tax with respect thereto. The Calculation Agent Midland shall not be obligated to make any payment hereunder to Holdings or the Borrower until Holdings or and the Borrower shall have furnished to the Calculation Agent Servicer the requested forms, certificates, statements or documents.; and (c) In each and every case of a Holdings AML and International Trade Default, Borrower AML Default or Borrower AML and International Trade a Lender Event of Default, the Calculation Agent Midland may, by notice in writing to Borrower and the Lenders, in addition to whatever rights the Calculation Agent Midland may have at law or in equity, including injunctive relief and specific performance, immediately resign as Calculation Agent Servicer, Administrative Agent, Collateral Custodian and Account Bank (notwithstanding any provision in Sections 8.096.09, 9.07 9.01(i), 12.07 or otherwise in this Agreement, but subject to the provisions set forth in this Section 11.19(c9.03(c)), without the Calculation Agent Midland incurring any penalty or fee of any kind whatsoever in connection therewith. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Holdings AML and International Trade Default, Borrower AML Default or Borrower AML and International Trade Lender Event of Default. On or after the receipt by Holdings or Holdings, the Borrower and any Lender of a written notice of resignation from the Calculation Agent Midland pursuant to this Section 11.19(c9.03(c), (i) all payments communications, determinations and other obligations provided to be made by, to or through the Calculation Agent Midland shall instead be made by, to or through each Lender until such time as a successor to the Calculation Agent Midland has been appointed as provided by this Agreement and Agreement, (ii) the Calculation Administrative Agent shall continue to hold its security interest in the Collateral and the Pledged Equity on behalf of the Secured Parties until assigned to the Lenders, (iii) the Administrative Agent's ’s security interest in the Collateral and the Pledged Equity is immediately and automatically assigned to the Lenders without any action on the part of the Administrative Agent or the Lenders, and (iv) Midland’s obligations under this Agreement shall terminate. After the receipt by Holdings, the Borrower and any Lender of a written notice of resignation from Midland pursuant to this Section 9.03(c), (A) the Administrative Agent shall deliver such Collateral or Pledged Equity as it possesses to the Initial Lender or such other Person as the Initial Lender designates in writing and shall execute and deliver such assignments, releases and other similar documents as are reasonably requested by the Lenders to evidence the assignment described in clause (iii) above and (B) the Collateral Custodian shall deliver all Loan Asset Files to the Initial Lender or such other Person as the Initial Lender designates in writing, in all cases at the sole cost and expense of the Borrower. Notwithstanding the foregoing, upon any such termination, the Calculation Agent Midland will be entitled to receive all accrued Fees, indemnities and expenses through the date of termination.

Performance Conditions. The obligations of the Calculation Agent Midland to effect the transactions contemplated hereby shall be subject to the following conditions: (ai) The Calculation Agent Midland shall have (i) completed its due diligence with respect to the Borrower and each Lender in order to satisfy compliance with laws and regulations applicable to financial institutions in connection with this transaction (e.g., the USA PATRIOT Act, OFAC and related regulations) ), and (ii) Midland shall have been satisfied with the results of such due diligence in its sole discretion.; (b) Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, Holdings and the Borrower shall deliver to the Calculation Agent Servicer evidence satisfactory to the Calculation Agent Servicer substantiating that it is not a Non-Exempt Person and that the Calculation Agent Midland is not obligated under Applicable Law applicable law to withhold Taxes on sums paid to it with respect to the Portfolio Loan Assets or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if Holdings or the Borrower, as applicable, is are created or organized under the laws of the United States, any State state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent Servicer an Internal Revenue Service Form W-9 and (ii) if Holdings or the Borrower is not created or organized under the laws of the United States, any State state thereof or the District of Columbia, and if the payment of interest or other amounts by Holdings or the Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, Holdings or the Borrower, as applicable, shall satisfy the requirements of the preceding sentence by furnishing to the Calculation Agent Servicer an Internal Revenue Service Form W-8ECI, Form W-8EXP, Form W-8IMY (with appropriate attachments) or Form W-8BEN or W-8BEN-E, or successor forms, as may be required from time to time, duly executed by Holdings or and/or the Borrower, as applicable, as evidence of such party's exemption from the withholding of United States tax with respect thereto. The Calculation Agent Midland shall not be obligated to make any payment hereunder to Holdings or the Borrower until Holdings or and the Borrower shall have furnished to the Calculation Agent Servicer the requested forms, certificates, statements or documents.; and (c) In each and every case of a Holdings AML and International Trade Default, Borrower AML Default or Borrower AML and International Trade a Lender Event of Default, the Calculation Agent Midland may, by notice in writing to Borrower and the Lenders, in addition to whatever rights the Calculation Agent Midland may have at law or in equity, including injunctive relief and specific performance, immediately resign as Calculation Agent Servicer, Administrative Agent, Collateral Custodian and Account Bank (notwithstanding any provision in Sections 8.096.10, 9.07 9.01(i), 12.07 or otherwise in this Agreement, but subject to the provisions set forth in this Section 11.19(c9.03(c)), without the Calculation Agent Midland incurring any penalty or fee of any kind whatsoever in connection therewith. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Holdings AML and International Trade Default, Borrower AML Default or Borrower AML and International Trade Lender Event of Default. On or after the receipt by Holdings or Holdings, the Borrower and any Lender of a written notice of resignation from the Calculation Agent Midland pursuant to this Section 11.19(c9.03(c), (i) all payments communications, determinations and other obligations provided to be made by, to or through the Calculation Agent Midland shall instead be made by, to or through each Lender until such time as a successor to the Calculation Agent Midland has been appointed as provided by this Agreement and Agreement, (ii) the Calculation Administrative Agent shall continue to hold its security interest in the Collateral and the Pledged Equity on behalf of the Secured Parties until assigned to the Lenders, (iii) the Administrative Agent's security interest in the Collateral and the Pledged Equity is immediately and automatically assigned to the Lenders without any action on the part of the Administrative Agent or the Lenders, and (iv) Midland's obligations under this Agreement shall terminate. After the receipt by Holdings, the Borrower and any Lender of a written notice of resignation from Midland pursuant to this Section 9.03(c), (A) the Administrative Agent shall deliver such Collateral or Pledged Equity as it possesses to the Initial Lender or such other Person as the Initial Lender designates in writing and shall execute and deliver such assignments, releases and other similar documents as are reasonably requested by the Lenders to evidence the assignment described in clause (iii) above and (B) the Collateral Custodian shall deliver all Loan Asset Files to the Initial Lender or such other Person as the Initial Xxxxxx designates in writing, in all cases at the sole cost and expense of the Borrower. Notwithstanding the foregoing, upon any such termination, the Calculation Agent Midland will be entitled to receive all accrued Fees, indemnities and expenses through the date of termination.