Common use of U.S. Taxes Clause in Contracts

U.S. Taxes. (a) The Company agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), or (B) in the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender is not a bank, a holder of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity within the meaning of United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; or (ii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.

U.S. Taxes. (a) The Company Borrower agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b9.6(c) hereof) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), unless such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or (Bon the date such Registered Holder becomes a Lender as provided in Section 9.6(c) hereof) and on the date of any change in the case Applicable Lending Office of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender entitled to submit a Form W-8, together with an annual certificate (a "Tax Compliance Certificate") stating that (x) such registered Holder (or beneficial owner, as the case may be) is not a "bank, a holder of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity " within the meaning of Section 881(c)(3)(A) of the Code, and (y) such Registered Holder (or beneficial owner, as the case may be) shall promptly notify the Borrower if at any time, such Registered Holder (or beneficial owner, as the case may be) determines that it is no longer in a position to provide such certificate to the Borrower (or any other form of certification adopted by the relevant taxing authorities of the United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; of America for such purposes), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with the applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.

U.S. Taxes. (a) The Company agrees Borrowers jointly and severally agree to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided -------- that the foregoing obligation to pay such additional amounts shall not apply:: Credit Agreement ---------------- (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), unless such Registered Holder (or, ----------------- if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or (Bon the date such Registered Holder becomes a Lender as provided in Section 11.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, entitled to submit a Form W-8, together with an annual certificate stating that (x) such Registered Holder (or beneficial owner, as the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1may be) a certificate under penalties of perjury that such Lender is not a "bank, a holder of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity " within the meaning of Section 881(c)(3)(A) of the Code, and (y) such Registered Holder (or beneficial owner, as the case may be) shall promptly notify the Borrowers if at any time, such Registered Holder (or beneficial owner, as the case may be) determines that it is no longer in a position to provide such certificate to the Borrowers (or any other form of certification adopted by the relevant taxing authorities of the United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; of America for such purposes), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.

U.S. Taxes. (a) The Company agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. PersonPer- son), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b12.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit a Form 1001 (relating to such Lender and entitling it to a com- plete exemption from withholding on all interest to be received by it hereunder Credit Agreement in respect of the loans) or Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), un- less such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or on the date such Registered Holder becomes a Lender as pro- vided in Section 12.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 W-8, together with an annual certificate stating that such Registered Holder (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans)ben- eficial owner, or (B) in as the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, may be) (1w) a certificate under penalties of perjury that such Lender is not a "bank, a holder " within the meaning of equity Section 881(c)(3)(A) of the Company or Code, (x) is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company, (y) is not a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity Com- pany (within the meaning of United States Section 871(h)(4)(B) of the Code) and (z) is not acting as a conduit entity (within the meaning of U.S. Treasury Regulations section Regulation Section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; 3), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-non- U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting report- ing requirements (including, without limitation, the fail- ure to timely submit a Form 1001, 4224 or W-8 (together with the annual certificate required under clause (ii) above), as applicable) concerning the nationality, residenceresi- dence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition precon- dition to relief or exemption from such U.S. Taxes.

U.S. Taxes. (a) The Company Borrower agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided PROVIDED that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the date hereof Effective Date (or on the date it becomes a Lender hereunder as provided in Section 11.06(b12.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder CREDIT AGREEMENT in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "REGISTERED HOLDER"), unless such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the Effective Date (or (Bon the date such Registered Holder becomes a Lender as provided in Section 12.06(b) hereof) and on the date of any change in the case Applicable Lending Office of such Lender, entitled to submit a Lender not treated as a bank for regulatoryForm W-8, tax or other legal purposes in any jurisdiction, (1) a together with an annual certificate under penalties of perjury stating that such Lender Registered Holder (or beneficial owner, as the case may be) (w) is not a "bank, a holder " within the meaning of equity Section 881(c)(3)(A) of the Company or Code, (x) is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower, (y) is not a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity Borrower (within the meaning of United States Section 871(h)(4)(B) of the Code) and (z) is not acting as a conduit entity (within the meaning of U.S. Treasury Regulations section Regulation Section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; 3), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements (including, without limitation, the failure to timely submit a Form 1001, 4224 or W-8 (together with the annual certificate required under clause (ii) above), as applicable) concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.

U.S. Taxes. (a) The Company Borrower agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), Credit Agreement ---------------- - 42 - will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b) hereof12.06(b)) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), unless such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or (Bon the date such Registered Holder becomes a Lender as provided in Section 12.06(b)) and on the date of any change in the Applicable Lending Office of such Lender, entitled to submit a Form W-8, together with an annual certificate stating that (x) such Registered Holder (or beneficial owner, as the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1may be) a certificate under penalties of perjury that such Lender is not a "bank, a holder of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity " within the meaning of Section 881(c)(3)(A) of the Code, and (y) such Registered Holder (or beneficial owner, as the case may be) shall promptly notify the Borrower if at any time, such Registered Holder (or beneficial owner, as the case may be) determines that it is no longer in a position to provide such certificate to the Borrower (or any other form of certification adopted by the relevant taxing authorities of the United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; of America for such purposes), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.. Credit Agreement ----------------

U.S. Taxes. (a) The Company Borrower agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes Tax imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes Tax by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any a Lender hereunder (other than in respect of a Registered Loan) unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b12.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, entitled delivers to submit the Borrower and does submit pursuant to Section 5.06(c) either (A) the Agent a duly completed and executed Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), or (B) in the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender is not a bank, a holder of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity within the meaning of United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; or (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), unless such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof), on the date hereof (or on the date such Registered Holder becomes a Lender as provided in Section 12.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, delivers to the Borrower and the Agent either (x) a duly completed and executed Form W-8, together with an annual certificate stating that (A) such Registered Holder (or beneficial owner, as the case may be) is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, and (B) such Registered Holder (or beneficial owner, as the case may be) shall promptly notify the Borrower if at any time, such Registered Holder (or beneficial owner, as the case may be) determines that it is no longer in a position to provide such certificate to the Borrower (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes), or (y) if such Registered Holder is not entitled to deliver a Form W-8, a duly executed and completed Form 1001 or Form 4224, or (iii) to any U.S. Taxes Tax imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable Credit Agreement certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. TaxesTax.

U.S. Taxes. (a) The Company agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b12.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), unless such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or (Bon the date such Registered Holder becomes a Lender as provided in Section 12.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, entitled to submit a Form W-8, together with an annual certificate stating that (x) such Registered Holder (or beneficial owner, as the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1may be) a certificate under penalties of perjury that such Lender is not a "bank, a holder of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity " within the meaning of Section 881(c)(3)(A) of the Code, and (y) such Registered Holder (or beneficial owner, as the case may be) shall promptly notify the Company if at any time, such Registered Holder (or beneficial owner, as the case may be) determines that it is no longer in a position to provide such certificate to the Company (or any other form of certification adopted by the relevant taxing authorities of the United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; of America for such purposes), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.

U.S. Taxes. (a) The Company agrees Borrowers agree to pay to each Lender that is not a U.S. Person (a "Foreign Lender") such additional amounts as are necessary in order that the net -------------- payment of any amount due to such non-U.S. Person Foreign Lender hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. PersonForeign Lender), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional -------- amounts shall not apply: (i) to any payment to any Foreign Lender hereunder unless such Foreign Lender is, (A) on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b) hereof12.04(b)) and on the date of any change in the Applicable Lending Office applicable lending office of such Foreign Lender, is entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Foreign Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Foreign Lender hereunder in respect of the Loans), or ) and (B) timely delivers such Form in the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender is not a bank, a holder of equity of the Company or a controlled foreign corporation related duplicate to the Company for purposes of section 881(c)(3) of Borrowers, with a copy to the Code or a conduit entity within the meaning of United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; orAdministrative Agent at such time; (ii) to any payment to any Foreign Lender hereunder unless such Foreign Lender delivers to the Borrowers an updated copy of a Form 1001 and a Form 4224 on or before the date of expiration or obsolescence of, or the date of the occurrence of any event requiring a change in, the most recent Form 1001 and/or Form 4224 previously delivered to the Borrowers by such Foreign Lender pursuant to this Section 4.05 (and such extensions or renewals of such Forms as may reasonably be requested by the Borrowers from time to time), unless an event has occurred prior to the date on which delivery of any such updated Form 1001 and/or Form 4224 would otherwise be required which has rendered such Form or Forms inapplicable to any payment to a Foreign Lender hereunder subsequent to such date; or (iii) to any U.S. Taxes Tax imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) Foreign Lender to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity identity, or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so Foreign Lender if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes; and provided further that the Borrowers shall not be required pursuant to this -------- ------- Section 4.05 to pay additional amounts to any Foreign Lender to the extent that such additional amounts relate to any payment to such Foreign Lender required hereunder prior to the date that is 90 days after the date that the Borrowers first receive notice from such Foreign Lender requesting payment of any such additional amounts.

U.S. Taxes. 15.6.1 Notwithstanding anything to the contrary in this Clause 15 (aPayments), with respect to Tax Deductions which are imposed or levied by or on behalf of the United States of America or any authority thereof or therein having power to tax, any Obligor which is a U.S. Subsidiary (or any Guarantor of such an Obligor) The Company agrees shall only be under an obligation to pay gross up any amounts payable or paid by that Obligor hereunder to each a Lender that is not a U.S. United States Person such additional amounts as are necessary in order that (or payable or paid by the net payment of any amount due Facility Agent to such non-Lender) if: (a) such Lender as soon as practicable after a U.S. Person hereunder after deduction for or withholding Subsidiary becomes an Obligor hereunder, but in respect of any U.S. Taxes imposed with respect event prior to such any payment (or in lieu thereofby the Obligor concerned, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein delivers to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not applyObligor: (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or any successor thereto (including, without limitation, any substitute form which constitutes, or which includes as part or all thereof, any revised such form) (“Form W-8ECI”) certifying that the payments made pursuant to the Financing Documents are effectively connected with the conduct by such Lender of a trade or business in the United States of America; or (ii) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or any payment successor thereto (including, without limitation, any substitute form which constitutes, or which includes as part or all thereof, any revised such form) (“Form W-8BEN”) claiming complete exemption from withholding with respect to all payments to be made to such Lender under the Financing Documents under an applicable double tax treaty concluded by the United States of America (such Forms W-8BEN to be provided by the Facility Agent to the Lenders on signature of this Agreement); or (iii) such other applicable form prescribed by the Internal Revenue Service certifying as to such Lender’s entitlement to exemption from U.S. withholding tax with respect to all payments to be made by such Lender under the Financing Documents, in each case, indicating that such Lender is on the Signing Date (or, in the case of any Lender hereunder unless such Lender isbecoming a Party after the Signing Date, on the date hereof (or on the date it becomes a Party) entitled to receive payments of principal, interest and fees under this Agreement free from any deduction and withholding of U.S. income tax; (b) promptly upon a change in facts requiring a change or re-issuance in the most recent Form W-8ECI or Form W-8BEN or other applicable form previously delivered by such persons or upon the reasonable request of the Borrower and if the delivery of the same be lawful, such Lender hereunder delivers to the Obligor concerned two accurate and complete original signed copies of Form W-8ECI or Form W-8BEN or other applicable form in replacement for the forms previously delivered by such Lender; and (c) if any forms or documents other than or in addition to the forms referred to above are required or such forms referred to above shall cease to be required in order for any Obligor which is a U.S. Subsidiary or any Guarantor of such an Obligor to make payments of interest under this Agreement without any deduction or withholding on account of U.S. income tax, such Lender as provided in Section 11.06(b) hereof) and on soon as practicable delivers to the date Obligor concerned or any Guarantor of such an Obligor or the relevant tax authority such forms or other similar document notified by any Obligor which is a U.S. Subsidiary or any Guarantor of such an Obligor to such Lender which such Lender can reasonably submit to any relevant tax authority so as to avoid such deduction or withholding to the extent that it is lawful for such Lender to do so. This sub-clause 15.6.1 shall not apply where such obligation to gross up arises as a result of the introduction of or any change in law or regulation or in the Applicable Lending Office official interpretation, administration or application thereof of any relevant tax authority or the amendment, withdrawal, suspension, cancellation or termination of any applicable tax treaty with respect to any Lender, in any such case, after the Signing Date. Further, no Lender will be considered to have failed to meet its obligations under this sub-clause 15.6.1 solely by reason of any withholding that arises under FATCA with respect to payments to that Lender. 15.6.2 Each Lender which is a United States Person shall deliver (through the Facility Agent) to each Obligor which is a U.S. Subsidiary as soon as practicable after a U.S. Subsidiary becomes an Obligor hereunder, but in any event prior to any payment by the Obligor concerned, a statement signed by an authorised signatory of such LenderLender to the effect that it is a United States Person and, entitled if necessary in order to submit and does submit pursuant to Section 5.06(cavoid United States backup withholding, a duly completed copy of Internal Revenue Service Form W-9 (or any successor thereto) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), or (B) in the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury establishing that such Lender is not a bank, a holder of equity of the Company or a controlled foreign corporation related subject to the Company for purposes of section 881(c)(3) of the Code or a conduit entity within the meaning of United States Treasury Regulations section 1.881-3 backup withholding. 15.6.3 The Facility Agent shall have no responsibility or liability for and no obligation to check the accuracy or appropriateness of any form, information or statement delivered by any Lender pursuant to this Clause 15.6 (2) a duly completed Internal Revenue Service Form W-8; or (ii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxestaxes).

U.S. Taxes. (a) The Company agrees A Borrower shall not be required to pay any additional amount pursuant to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such nonClause 14.2 (Tax Gross-U.S. Person hereunder after deduction for or withholding up) in respect of any U.S. Taxes imposed United States federal income taxes with respect to such payment (or in lieu thereof, payment of such U.S. Taxes a sum payable by such non-U.S. Person), will not be less than the amount stated herein it pursuant to be then due and payable, provided that the foregoing obligation this Agreement to pay such additional amounts shall not apply: (i) to any payment to any a Lender hereunder unless if such Lender is, on the date hereof (or on the date it becomes a Lender hereunder party to this Agreement either: (i) is not a "United States Person" (as provided such term is defined in Section 11.06(b7701(a)(30) hereofof the Internal Revenue Code of 1986, as amended (the "Code")) and is not entitled to submit either (x) an Internal Revenue Service Form W-8BEN (or such successor Form as shall be adopted from time to time by the United States taxation authorities) relating to such Lender and claiming complete exemption from withholding on the date of any change in the Applicable Lending Office of all amounts (to which such withholding would otherwise apply) to be received by such Lender, including fees, pursuant to this Agreement in connection with any borrowing by such Borrower as a result of a tax treaty concluded with the United States or (y) an Internal Revenue Service Form W-8ECI (or such successor Form as shall be adopted from time to time by the United States taxation authorities) relating to all amounts (to which such withholding would otherwise apply) to be received by such Lender, including fees, pursuant to this Agreement in connection with any borrowing by such Borrower as a result of such amounts being effectively connected with a trade or business in the United States; or (ii) is a United States Person; or (iii) is not a United States Person but is entitled to submit either of the forms referred to in sub-paragraphs (x) and does (y) of paragraph (1) above and has (unless the relevant Borrower failed to give the notification referred to in paragraph (c) below) failed to submit any form, certificate or other information with respect to such sum payable that it was required to submit to the Borrower pursuant to Section 5.06(cparagraph (b) below and is entitled to submit under applicable law. (b) If a Lender is not a United States Person it shall (if and to the extent that it is entitled to do so under applicable law) submit as soon as reasonably practicable after the date such Lender becomes a party to this Agreement in duplicate to the relevant Borrower duly completed and signed copies of either Internal Revenue Service Form W-8BEN (Aor such successor Form as shall be adopted from time to time by the United States taxation authorities) a Form 1001 (relating to such Lender and entitling it to a claiming complete exemption from withholding on all interest amounts (to be received by it hereunder in respect of the Loanswhich such withholding would otherwise apply) or a Form 4224 (relating to all interest to be received by such Lender hereunder Lender, including fees, pursuant to this Agreement in respect of connection with any borrowing by the Loans), or (B) in the case Purchaser as a result of a Lender not treated as a bank for regulatory, tax treaty concluded with the United States) or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender is not a bank, a holder of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity within the meaning of United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; or W-8ECI (ii) or such successor Form as shall be adopted from time to any U.S. Taxes imposed solely time by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America taxation authorities) (relating to all amounts (to which such withholding would otherwise apply) to be received by such Lender, including fees, pursuant to this Agreement in connection with any borrowing by such Borrower as a result of such non-U.S. Person amounts being effectively connected with a trade or business in the United States). Thereafter and from time to time, such Lender shall (or beneficial owner, as the case may be) if and to the extent that it is legally entitled to do so if under applicable law and as soon as practicable after notification from the relevant Borrower) submit to the relevant Borrower such compliance is required additional duly completed and signed copies of one or the other such Forms (or such successor Forms as shall be adopted from time to time by statute or regulation of the relevant United States taxation authorities) or any additional information as may be required under then current United States law or regulations to claim the inapplicability of America as a precondition to relief or exemption from United States withholding taxes on payments in respect of all amounts (to which such U.S. Taxeswithholding would otherwise apply) to be received by such Lender, including fees, pursuant to this Agreement in connection with any borrowing by the such Borrower. (c) To the extent that any Borrower becomes aware of the need for any Form or information referred to in the second sentence of paragraph (b) above, it will notify the relevant Lenders as soon as reasonably practicable thereafter.

U.S. Taxes. (a) The Company agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, either (x) entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), ) or (By) in the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, jurisdiction that is not (1) a certificate under penalties of perjury that such Lender is not a bank, a holder of equity shareholder of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the U.S. Tax Code or (2) a conduit entity within the meaning of United States Treasury Regulations section 1.881-3 3, entitled to submit a Form W-8 (relating to such Lender and (2) a duly completed Internal Revenue Service Form W-8entitling it to an exemption from United States backup withholding tax); or (ii) to any U.S. Taxes to the extent imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to reduction of or relief or exemption from such U.S. Taxes.U.S.

U.S. Taxes. (a) The Company Borrower agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. 53 Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b9.6(c) hereof) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), unless such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or (Bon the date such Registered Holder becomes a Lender as provided in Section 9.6(c) hereof) and on the date of any change in the case Applicable Lending Office of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender entitled to submit a Form W-8, together with an annual certificate (a "Tax Compliance Certificate") stating that (x) such registered Holder (or beneficial owner, as the case may be) is not a "bank, a holder of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity " within the meaning of Section 881(c)(3)(A) of the Code, and (y) such Registered Holder (or beneficial owner, as the case may be) shall promptly notify the Borrower if at any time, such Registered Holder (or beneficial owner, as the case may be) determines that it is no longer in a position to provide such certificate to the Borrower (or any other form of certification adopted by the relevant taxing authorities of the United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; of America for such purposes), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with the applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.

U.S. Taxes. (a) Gross-up for Deduction or Withholding of U.S. Taxes. The Company agrees Borrowers jointly and severally agree to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person Lender hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) (A) to any payment to any Lender hereunder that is a "bank" within the meaning of Section 881(c)(3)(A) of the Code unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b) 11.06 hereof) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a W-8BEN claiming complete exemption from withholding on all of U.S. Taxes with respect to any payment of interest to be received by it hereunder in respect of the Loans) Loans under an income tax convention or a Form 4224 (relating W-8ECI claiming a complete exemption from withholding of U.S. Taxes on income effectively connected to all interest to be received by such Lender hereunder in respect of the Loans)a U.S. trade or business, or (B) in the case of a to any payment to any Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender is not a "bank, a holder " within the meaning of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3Section 881(c)(3)(A) of the Code unless such Lender is, on the date hereof (or on the date it becomes a conduit entity within Lender hereunder as provided in Section 11.06 hereof) entitled to submit a Form W-8BEN claiming a complete exemption from withholding of U.S. Taxes under Credit Agreement Section 871(h) or 881(c) of the meaning Code with respect to payments of United States Treasury Regulations section 1.881-3 and "portfolio interest", or is entitled to the withholding exemptions set forth in clause (2A) a duly completed Internal Revenue Service Form W-8above; or (ii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person a Lender (or, if such non-U.S. Person Lender is not the beneficial owner of the relevant Loan, such beneficial owner) to properly complete, duly execute and comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person Lender (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes. In addition, if a Lender or the Administrative Agent receives a refund in respect of any U.S. Taxes as to which a Lender or the Administrative Agent has been indemnified by a Borrower pursuant to this Section 5.07(a), such Lender or the Administrative Agent shall, within 30 days from the date of receipt of such refund, pay over such refund to such Borrower.

U.S. Taxes. (a) The Company agrees to pay to each Lender Bank that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender Bank hereunder unless such Lender Bank is, on the date hereof (or on the date it becomes a Lender Bank hereunder as provided in Section 11.06(b) hereof) and on the date of any change in the Applicable Lending Office of such LenderBank, either entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender Bank and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender Bank hereunder in respect of the Loans)) or (ii) to any payment to any Bank hereunder in respect of a Registered Loan (a "Registered Holder") unless such Registered Holder (or if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or (Bon the date such Registered Holder becomes a Bank as provided in Section 11.06(b) hereof) and on the date of any change in the case Applicable Lending Office of such Bank, entitled to submit a Lender not treated as a bank for regulatoryForm W-8, tax or other legal purposes in any jurisdiction, together with an annual certificate stating that (1x) a certificate under penalties of perjury that such Lender Registered Holder is not a "bank, a holder of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity " within the meaning of Section 881(c)(3)(A) of the Code, and (y) such Registered Holder shall promptly notify the Company if at any time, such Registered Holder determines that it is no longer in a position to provide such certificate to the Company (or any other form of certification adopted by the relevant taxing authorities of the United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; of America for such purposes), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.

U.S. Taxes. 15.4.1 Notwithstanding anything to the contrary in this Clause 15 (aPayments), with respect to Taxes which are imposed or levied by or on behalf of the United States of America or any authority thereof or therein having power to tax, any Obligor which is a U.S. Subsidiary (or any Guarantor of such an Obligor) The Company agrees shall only be under an obligation to pay gross up any amounts payable or paid by that Obligor hereunder to each a Lender that is not a U.S. United States Person such additional amounts as are necessary in order that (or payable or paid by the net payment of any amount due Facility Agent to such non-U.S. Person hereunder after deduction for or withholding Lender) if: (a) such Lender as soon as practicable, but in respect of any U.S. Taxes imposed with respect event prior to such any payment (or in lieu thereofby the Obligor concerned, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein delivers to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not applyObligor: (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or any successor thereto (including, without limitation, any substitute form which constitutes, or which includes as part or all thereof, any revised such form) (“Form W-8ECI”) certifying that the payments made pursuant to the Financing Documents are effectively connected with the conduct by such Lender of a trade or business in the United States of America; or (ii) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or any payment successor thereto (including, without limitation, any substitute form which constitutes, or which includes as part or all thereof, any revised such form) (“Form W-8BEN”) claiming complete exemption from withholding with respect to all payments to be made to such Lender under the Financing Documents under an applicable double tax treaty concluded by the United States of America (such Forms W-8BEN to be provided by the Facility Agent to the Lenders on signature of this Agreement); or (iii) such other applicable form prescribed by the Internal Revenue Service certifying as to such Lender’s entitlement to exemption from U.S. withholding tax with respect to all payments to be made by such Lender under the Financing Documents, in each case, indicating that such Lender is on the Signing Date (or, in the case of any Lender hereunder unless such Lender isbecoming a party to this Agreement after the Signing Date, on the date hereof (or on the date it becomes a party to this Agreement) entitled to receive payments of principal, interest and fees under this Agreement free from any deduction and withholding of US income tax; (b) before or promptly after any occurrence of any event (including the passing of time) requiring a change or re-issuance in the most recent Form W-8ECI or Form W-8BEN or other applicable form previously delivered by such persons and if the delivery of the same be lawful, such Lender hereunder delivers to the Obligor concerned two accurate and complete original signed copies of Form W-8ECI or Form W-8BEN or other applicable form in replacement for the forms previously delivered by such Lender; (c) if any forms or documents other than or in addition to the forms referred to above are required or such forms referred to above shall cease to be required in order for any Obligor which is a U.S. Subsidiary or any Guarantor of such an Obligor to make payments of interest under this Agreement without any deduction or withholding on account of U.S. income tax, such Lender as provided in Section 11.06(b) hereof) and on soon as practicable, delivers to the date Obligor concerned or any Guarantor of such an Obligor or the relevant tax authority such forms or other similar document notified by any Obligor which is a U.S. Subsidiary or any Guarantor of such an Obligor to such Lender which such Lender can reasonably submit to any relevant tax authority so as to avoid such deduction or withholding to the extent that it is lawful for such Lender to do so. This sub-clause 15.4.1 shall not apply where such obligation to gross up arises as a result of the introduction of or any change in law or regulation or in the Applicable Lending Office official interpretation, administration or application thereof of any relevant tax authority or the amendment, withdrawal, suspension, cancellation or termination of any applicable tax treaty with respect to any Lender, in any such case, after the Signing Date. 15.4.2 Each Lender which is a United States Person shall deliver (through the Facility Agent) to each Obligor which is a U.S. Subsidiary as soon as practicable, but in any event prior to any payment by the Obligor concerned, a statement signed by an authorised signatory of such LenderLender to the effect that it is a United States Person and, entitled if necessary in order to submit and does submit pursuant to Section 5.06(cavoid United States backup withholding, a duly completed copy of Internal Revenue Service Form W-9 (or any successor thereto) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), or (B) in the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury establishing that such Lender is not a bank, a holder of equity of the Company or a controlled foreign corporation related subject to the Company for purposes of section 881(c)(3) of the Code or a conduit entity within the meaning of United States Treasury Regulations section 1.881-3 backup withholding. 15.4.3 The Facility Agent shall have no responsibility or liability for and (2) a duly completed Internal Revenue Service Form W-8; or (ii) no obligation to check the accuracy or appropriateness of any U.S. Taxes imposed solely form or statement delivered by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) any Lender pursuant to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxesthis Clause 15.4.

U.S. Taxes. (a) The Company Borrower agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b) hereof12.06(b)) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), unless such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or (Bon the date such Registered Holder becomes a Lender as provided in Section 12.06(b)) and on the date of any change in the Applicable Lending Office of such Lender, entitled to submit a Form W-8, together with an annual certificate stating that (x) such Registered Holder (or beneficial owner, as the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1may be) a certificate under penalties of perjury that such Lender is not a "bank, a holder of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity " within the meaning of Section 881(c)(3)(A) of the Code, and (y) such Registered Holder (or beneficial owner, as the case may be) shall promptly notify the Borrower if at any time, such Registered Holder (or beneficial owner, as the case may be) determines that it is no longer in a position to provide such certificate to the Borrower (or any other form of certification adopted by the relevant taxing authorities of the United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; of America for such purposes), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.

U.S. Taxes. (a) The Company Borrower agrees to pay to each Lender that is not a U.S. Person (a "Foreign Lender") such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person Foreign Lender hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. PersonForeign Lender), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not -------- apply: (i) to any payment to any Foreign Lender hereunder unless such Foreign Lender is, (A) on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b) hereof12.04(b)) and on the date of any change in the Applicable Lending Office applicable lending office of such Foreign Lender, is entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Foreign Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Foreign Lender hereunder in respect of the Loans), or ) and (B) timely delivers such Form in the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender is not a bank, a holder of equity of the Company or a controlled foreign corporation related duplicate to the Company for purposes of section 881(c)(3) of Borrower, with a copy to the Code or a conduit entity within the meaning of United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; orAdministrative Agent at such time; (ii) to any payment to any Foreign Lender hereunder unless such Foreign Lender delivers to the Borrower an updated copy of a Form 1001 and a Form 4224 on or before the date of expiration or obsolescence of, or the date of the occurrence of any event requiring a change in, the most recent Form 1001 and/or Form 4224 previously delivered to the Borrower by such Foreign Lender pursuant to this Section 4.05 (and such extensions or renewals of such Forms as may reasonably be requested by the Borrower from time to time), unless an event has occurred prior to the date on which delivery of any such updated Form 1001 and/or Form 4224 would otherwise be required which has rendered such Form or Forms inapplicable to any payment to a Foreign Lender hereunder subsequent to such date; or (iii) to any U.S. Taxes Tax imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) Foreign Lender to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity identity, or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so Foreign Lender if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.; and

U.S. Taxes. (a) The Company Borrower agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder unless such Lender ishas, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b12.06(b) hereof) and ), on the date of any change in the Applicable Lending Office of such LenderLender or on the date of such payment, entitled either submitted to submit and does submit pursuant to Section 5.06(c) either (A) the Borrower a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest in respect of the Loans and other amounts to be received by it hereunder in respect of the Loanshereunder) or a Form 4224 (relating to all interest in respect of the Loans and other amounts to be received by such Lender hereunder in respect of hereunder) and the Loans)relevant form, or (B) any successor form provided in the case following paragraph, remains in effect at the time of a Lender not treated as a bank for regulatorypayment, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender is not a bank, a holder of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity within the meaning of United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; or (ii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loanamount, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.. Credit Agreement

U.S. Taxes. (a) The Company agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes (other than U.S. Taxes attributable to payments that are effectively connected with the conduct of a trade or business within the United States of America, within the meaning of Section 864 of the Code as in effect on the date hereof, provided that the mere participation in the transactions contemplated hereby by a foreign office of a Lender shall not alone be deemed to result in income so connected) imposed with respect to such payment (or, upon the failure of the Company properly to make any such deduction or in lieu thereofwithholding required by applicable law, payment by each Lender that is not a U.S. Person of such U.S. Taxes by such non-U.S. Personthat should have been deducted or withheld), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply:: Credit Agreement (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b12.06(b) hereof) and ), on the date of each payment hereunder and on the day after any change in the Applicable Lending Office of such Lender, entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 W-8BEN, Form W-8IMY (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 W-8ECI (relating to all interest to be received by such Lender hereunder in respect of the Loans), unless such inability is due to a change of law (including but not limited to any change in any applicable treaty, statute, regulation or ruling or judicial or administrative interpretation of any of the foregoing) after the date hereof (Bor the date it became a Lender hereunder as provided in Section 12.06(b) hereof), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), unless such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or on the date such Registered Holder becomes a Lender as provided in Section 12.06(b) hereof), on the date of each payment hereunder and on the day after any change in the Applicable Lending Office of such Lender, entitled to submit a Form W-8BEN or Form W-8IMY, together with an annual certificate stating that (x) such Registered Holder (or beneficial owners, as the case may be) is/are not a "bank" extending credit in the ordinary course of a Lender not treated as a bank for regulatorybusiness within the meaning of Section 881(c)(3)(A) of the Code, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender is not a bank, resident in a holder of equity of the Company foreign country specified in a notice published under Sections 871(h)(6) or a controlled foreign corporation related to the Company for purposes of section 881(c)(3881(c)(6) of the Code or and is not a conduit entity 10% shareholder of the Company within the meaning of Section 881(c)(3)(B) of the Code, unless such Registered Holder, or beneficial owners as the case may be, is/are not so entitled by reason of a change of law (including but not limited to any change in any applicable treaty, statute, regulation or ruling, or judicial or administrative interpretation of any of the foregoing) occurring after the date hereof (or the date the Registered Holder or beneficial owner, as the case may be, became a Registered Holder or beneficial owner) and (y) such Registered Holder (or beneficial owner, as the case may be) shall promptly notify the Company if at any time, such Registered Holder (or beneficial owner, as the case may be) determines that it is no longer in a position to provide such certificate to the Company (or any other form of certification adopted by the relevant taxing authorities of the United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; of America for such purposes), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with (x) applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.Taxes and (y) this Section 5.07(a). Credit Agreement

U.S. Taxes. (a) The Company Each Borrower agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due by such Borrower to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes Tax imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes Tax by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any a Lender hereunder unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b12.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, entitled to submit and does submit pursuant to Section 5.06(c5.07(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), or (B) in the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender is not a bank, a holder of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity within the meaning of United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; or (ii) to any U.S. Taxes Tax imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. TaxesTax.

U.S. Taxes. (a) The Company agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b12.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), unless such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or (Bon the date such Registered Holder becomes a Lender as provided in Section 12.06(b) hereof) and on the date of any change in the case Applicable Lending Office of such Lender, entitled to submit a Lender not treated as a bank for regulatoryForm W-8, tax or other legal purposes in any jurisdiction, (1) a together with an annual certificate under penalties of perjury stating that such Lender Registered Holder (or beneficial owner, as the case may be) (w) is not a "bank, a holder " within the meaning of equity Section 881(c)(3)(A) of the Company or Code, (x) is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company, (y) is not a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity (within the meaning of United States Section 871(h)(4)(B) of the Code) and (z) is not acting as a conduit entity (within the meaning of U.S. Treasury Regulations section Regulation Section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; 3), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements (including, without limitation, the failure to timely submit a Form 1001, 4224 or W-8 (together with the annual certificate required under clause (ii) above), as applicable) concerning the nationality, residence, identity Credit Agreement or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.

U.S. Taxes. (a) The Company Borrower agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b) hereof12.06(b)) and on the date of any change in the Applicable Lending Office office of such Lender, either entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), ) or (B) in the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender is not a bank, a holder of equity of the Company Borrower or a controlled foreign corporation related to the Company Borrower for purposes of section 881(c)(3) of the Code or a conduit entity within the meaning of United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; or (ii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.

U.S. Taxes. (a) The Company agrees Borrowers agree to pay to each Lender that is not a U.S. Person (a "Foreign Lender") such additional amounts as are necessary in order that the net -------------- payment of any amount due to such non-U.S. Person Foreign Lender hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. PersonForeign Lender), will not be less than the amount stated herein to be then due and payable, provided -------- that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Foreign Lender hereunder unless such Foreign Lender is, (A) on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b) hereof12.04(b)) and on the date of any change in the Applicable Lending Office applicable lending office of such Foreign Lender, is entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Foreign Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Foreign Lender hereunder in respect of the Loans), or ) and (B) timely delivers such Form in the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender is not a bank, a holder of equity of the Company or a controlled foreign corporation related duplicate to the Company for purposes of section 881(c)(3) of Borrowers, with a copy to the Code or a conduit entity within the meaning of United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; orAdministrative Agent at such time; (ii) to any payment to any Foreign Lender hereunder unless such Foreign Lender delivers to the Borrowers an updated copy of a Form 1001 and a Form 4224 on or before the date of expiration or obsolescence of, or the date of the occurrence of any event requiring a change in, the most recent Form 1001 and/or Form 4224 previously delivered to the Borrowers by such Foreign Lender pursuant to this Section 4.05 (and such extensions or renewals of such Forms as may reasonably be requested by the Borrowers from time to time), unless an event has occurred prior to the date on which delivery of any such updated Form 1001 and/or Form 4224 would otherwise be required which has rendered such Form or Forms inapplicable to any payment to a Foreign Lender hereunder subsequent to such date; or (iii) to any U.S. Taxes Tax imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) Foreign Lender to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity identity, or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so Foreign Lender if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.; and

U.S. Taxes. (a) The Company agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes (other than U.S. Taxes attributable to payments that are effectively connected with the conduct of a trade or business within the United States of America, within the meaning of Section 864 of the Code as in effect on the date hereof, provided that the mere participation in the transactions contemplated hereby by a foreign office of a Lender shall not alone be deemed to result in income so connected) imposed with respect to such payment (or, upon the failure of the Company properly to make any such deduction or in lieu thereofwithholding required by applicable law, payment by each Lender that is not a U.S. Person of such U.S. Taxes by such non-U.S. Personthat should have been deducted or withheld), will not be less than the amount stated herein to be then due and payable, provided PROVIDED that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b12.06(b) hereof) and ), on the date of each payment hereunder and on the day after any change in the Applicable Lending Office of such Lender, entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), unless such inability is due to a change of law (including but not limited to any change in any applicable treaty, statute, regulation or ruling or judicial or administrative interpretation of any of the foregoing) after the date hereof (Bor the date it became a Lender hereunder as provided in Section 12.06(b) hereof), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "REGISTERED HOLDER"), unless such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or on the date such Registered Holder becomes a Lender as provided in Section 12.06(b) hereof), on the date of each payment hereunder and on the day after any change in the Applicable Lending Office of such Lender, entitled to submit a Form W-8, together with an annual certificate stating that (x) such Registered Holder (or beneficial owner, as the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1may be) a certificate under penalties of perjury that such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of CREDIT AGREEMENT the Code, is not a holder of equity of the Company resident in a foreign country specified in a notice published under Sections 871(h)(6) or a controlled foreign corporation related to the Company for purposes of section 881(c)(3881(c)(6) of the Code or and is not a conduit entity 10% shareholder of the Company within the meaning of Section 881(c)(3)(B) of the Code, unless such Registered Holder, or beneficial owner as the case may be, is not so entitled by reason of a change of law (including but not limited to any change in any applicable treaty, statute, regulation or ruling, or judicial or administrative interpretation of any of the foregoing) occurring after the date hereof (or the date the Registered Holder or beneficial owner, as the case may be, became a Registered Holder or beneficial owner) and (y) such Registered Holder (or beneficial owner, as the case may be) shall promptly notify the Company if at any time, such Registered Holder (or beneficial owner, as the case may be) determines that it is no longer in a position to provide such certificate to the Company (or any other form of certification adopted by the relevant taxing authorities of the United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; of America for such purposes), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with (x) applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. TaxesTaxes and (y) this Section 5.07(a).

U.S. Taxes. (a) The Company Borrower agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such Credit Agreement non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the date hereof Effective Date (or on the date it becomes a Lender hereunder as provided in Section 11.06(b12.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), unless such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the Effective Date (or (Bon the date such Registered Holder becomes a Lender as provided in Section 12.06(b) hereof) and on the date of any change in the case Applicable Lending Office of such Lender, entitled to submit a Lender not treated as a bank for regulatoryForm W-8, tax or other legal purposes in any jurisdiction, (1) a together with an annual certificate under penalties of perjury stating that such Lender Registered Holder (or beneficial owner, as the case may be) (w) is not a "bank, a holder " within the meaning of equity Section 881(c)(3)(A) of the Company or Code, (x) is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower, (y) is not a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity Borrower (within the meaning of United States Section 871(h)(4)(B) of the Code) and (z) is not acting as a conduit entity (within the meaning of U.S. Treasury Regulations section Regulation Section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; 3), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements (including, without limitation, the failure to timely submit a Form 1001, 4224 or W-8 (together with the annual certificate required under clause (ii) above), as applicable) concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if Credit Agreement such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.

U.S. Taxes. (a) The Company agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes (other than U.S. Taxes attributable to payments that are effectively connected with the conduct of a trade or business within the United States of America, within the meaning of Section 864 of the Code as in effect on the date hereof, provided that the mere participation in the transactions contemplated hereby by a foreign office of a Lender shall not alone be deemed to result in income so connected) imposed with respect to such payment (or, upon the failure of the Company properly to make any such deduction or in lieu thereofwithholding required by applicable law, payment by each Lender that is not a U.S. Person of such U.S. Taxes by such non-U.S. Personthat should have been deducted or withheld), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b12.06(b) hereof) and ), on the date of each payment hereunder and on the day after any change in the Applicable Lending Office of such Lender, entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), unless such inability is due to a change of law (including but not limited to any change in any applicable treaty, statute, regulation or ruling or judicial or administrative interpretation of any of the foregoing) after the date hereof (Bor the date it became a Lender hereunder as provided in Section 12.06(b) hereof), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), unless such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or on the date such Registered Holder becomes a Lender as provided in Section 12.06(b) hereof), on the date of each payment hereunder and on the day after any change in the Applicable Lending Office of such Lender, entitled to submit a Form W-8, together with an annual certificate stating that (x) such Registered Holder (or beneficial owner, as the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1may be) a certificate under penalties of perjury that such Lender is not a "bank, a holder " within the meaning of equity Section 881(c)(3)(A) of the Company Code, is not a resident in a foreign country specified in a notice published under Sections 871(h)(6) or a controlled foreign corporation related to the Company for purposes of section 881(c)(3881(c)(6) of the Code or and is not a conduit entity 10% shareholder of the Company within the meaning of Section 881(c)(3)(B) of the Code, unless such Registered Holder, or beneficial owner as the case may be, is not so entitled by reason of a change of law (including but not limited to any change in any applicable treaty, statute, regulation or ruling, or judicial or administrative interpretation of any of the foregoing) occurring after the date hereof (or the date the Registered Holder or beneficial owner, as the case may be, became a Registered Holder or beneficial owner) and (y) such Registered Holder (or beneficial owner, as the case may be) shall promptly notify the Company if at any time, such Registered Holder (or beneficial owner, as the case may be) determines that it is no longer in a position to provide such certificate to the Company (or any other form of certification adopted by the relevant taxing authorities of the United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; of America for such purposes), or (iiiii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with (x) applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. TaxesTaxes and (y) this Section 5.07(a).

U.S. Taxes. (a) The Company Each Borrower agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided PROVIDED that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder unless such Lender Xxxxxx is, on the date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b12.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit and does submit pursuant to Section 5.06(c) either (A) a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or a Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), or (B) in the case of a Lender not treated as a bank for regulatory, tax or other legal purposes in any jurisdiction, (1) a certificate under penalties of perjury that such Lender is not a bank, a holder of equity of the Company or a controlled foreign corporation related to the Company for purposes of section 881(c)(3) of the Code or a conduit entity within the meaning of United States Treasury Regulations section 1.881-3 and (2) a duly completed Internal Revenue Service Form W-8; or, (ii) to any U.S. Taxes to the extent imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (including the filing of Form 1001 or beneficial owner4224, as the case may beappropriate) to the extent it is legally entitled to do so if such compliance is required by statute or regulation of the United States of America as a precondition to reduction of or relief or exemption from such U.S. Taxes, or (iii) to any tax assessment or other governmental charge which is payable otherwise than by withholding or deduction from payments due such non-U.S. Person hereunder.