Common use of Withholding Tax Exemption Clause in Contracts

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of (i) United States Internal Revenue Service Form 1001 W-8BEN (or 4224any successor form), certifying in either case that such Lender Bank is entitled to receive benefits under an income tax treaty to which the United States is a party which exempts such Bank from United States withholding tax or reduces the rate of withholding tax on payments received for the account of such Bank under this Agreement and the Notes, or (ii) United States Internal Revenue Service Form W-8ECI (or any successor form), certifying that the income receivable by such Bank under this Agreement and the Notes without deduction is effectively connected with the conduct of a trade or withholding of any business in the United States federal income taxesStates. Each Lender Bank which so delivers a Form 1001 W-8BEN or 4224 W-8ECI further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction effect set forth in clause (i) or withholding of any United States federal income taxes(ii) above, as applicable, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction making the certifications set forth in clause (i) or withholding of United States federal income tax(ii) above, as applicable.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 W-8 ECI further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date day on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Agent and Borrower and the Agent two (2) duly completed copies of United States Internal Revenue Service Form 1001 or Form 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or Form 4224 further undertakes to deliver to each of the Agent and Borrower and the Agent two (2) additional copies of such form (or a any applicable successor form) on or before the date that such form expires (currently, three (3) successive calendar years for Form 1001 and one (1) calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Agent or the AgentBorrower, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes. If any Lender cannot deliver such form, then Borrower may withhold from such payments such amounts as are required by the Internal Revenue Code.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. (a) At least five (5) Business Days prior to the first date on which interest or fees are any amount is payable hereunder for the account of any LenderPurchaser, each Lender Purchaser that is not incorporated under the laws of the a “United States of America, or a state thereof, person” for United States federal income tax purposes agrees that it will deliver to each of the Borrower Seller and the related Purchaser Group Managing Agent two duly completed and originally executed copies of United States Internal Revenue Service Form 1001 X-0XXX, X-0XXX or 4224W-8IMY with all necessary attachments or applicable successor forms, certifying in either each case that such Lender Purchaser is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 such Purchaser further undertakes to deliver to each of the Borrower Seller and the related Managing Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Seller or the related Managing Agent, in each case certifying that such Lender Purchaser is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in any treaty, law or regulation) regulation has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent prevents such Lender Purchaser from duly completing and delivering any such form with respect to it and such Lender Purchaser advises the Borrower Seller and the related Managing Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. (b) Each Purchaser that is not a “United States person” for U.S. federal income tax purposes agrees to indemnify and hold Seller, the Managing Agents and the Collateral Agent harmless in respect of any loss, cost or expense incurred by Seller, any Managing Agent or the Collateral Agent as a result of, and agrees that, notwithstanding any other provision hereof, payments hereunder to such Purchaser may be subject to deduction or withholding without indemnification by Seller for any United States federal income taxes, penalties, interest and other costs and losses incurred or payable by Seller, any Managing Agent or the Collateral Agent as a result of, (i) such Purchaser’s failure to submit any form that is required pursuant to this Section 9.4 or (ii) Seller’s, any Managing Agent’s or the Collateral Agent’s reliance on any form that such Purchaser has provided pursuant to this Section 9.4 that is determined to be inaccurate in any material respect.

Withholding Tax Exemption. At least five Business Days prior to the first date on which for payment of interest or fees are payable hereunder for the account of any to a Foreign Lender, each the Foreign Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will shall deliver to each of the Borrower Borrowers and the Agent two duly completed copies of United States Internal Revenue Service IRS Form 1001 W-8BEN or 4224W-8ECI (or any subsequent replacement or substitute form therefor), certifying in either case that such Lender is entitled to can receive payments under this Agreement and the Notes payment of Obligations without deduction or withholding of any United States federal income taxes. Each Foreign Lender which so delivers a Form 1001 or 4224 further undertakes to shall deliver to each of the Borrower Borrowers and the Agent two additional copies of such form (or a successor form) on or before the date that such preceding form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by itform, and such amendments thereto or as well as any amendments, extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case case, certifying that such the Foreign Lender is entitled to can receive payments under this Agreement and the Notes payment of Obligations without deduction or withholding of any United States federal income such taxes, unless an event (including without limitation any change in treaty, law treaty or regulationlaw) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which would prevent such prevents the Foreign Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent certifying that it is not capable of receiving can receive payments without any deduction or withholding of United States federal income taxsuch taxes. During any period that a Foreign Lender does not or is unable to establish that it can receive payments without deduction or withholding of such taxes, other than by reason of an event (including any change in treaty or law) that occurs after it becomes a Lender, Agent may withhold taxes from payments to such Foreign Lender at the applicable statutory and treaty rates, and Borrowers shall not be required to pay any additional amounts under this Section as a result of such withholding.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower Borrowers and the Operations Agent two duly completed copies of United States Internal Revenue Service Form 1001 W8-ECI or 4224W8-BEN (or any successor forms), certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes its Note (if any) without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 W8-ECI or 4224 W8-BEN (or any successor forms) further undertakes to deliver to each of the Borrower Borrowers and the Operations Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the such Borrower or the Operations Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes (if any) without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower Borrowers and the Operations Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five 5 Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a any state thereof, thereof agrees that it will deliver to each of the Borrower Borrowers and the Agent two 2 duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI, certifying in either case that such Lender is entitled to receive payments payment under this Agreement and the its Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 W-8BEN or 4224 W-8ECI further undertakes to deliver to each of the Borrower Borrowers and the Agent two 2 additional copies of such form (or a successor form) on or before the date that such form expires (currently, three 3 successive calendar years for Form 1001 W-8BEN and one calendar year for Form 4224W-8ECI) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case case, certifying that such Lender is entitled to receive payments under this Agreement and the its Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which that would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower Borrowers and the Agent that it is not capable of or receiving payments without any deduction or withholding of United States federal income taxtaxes.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8 (including Form W-8BEN or 4224W-8EC1), certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 W-8BEN or 4224 W-8EC1 further undertakes to deliver to each the Agent on behalf of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date day on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Agent and Borrower and the Agent two (2) duly completed copies of United States Internal Revenue Service Form 1001 or Form 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or Form 4224 further undertakes to deliver to each of the Agent and Borrower and the Agent two (2) additional copies of such form (or a any applicable successor form) on or before the date that such form expires (currently, three (3) successive calendar years for Form 1001 and one (1) calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Agent or the AgentBorrower, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes. If any Lender cannot deliver such form, then Borrower may withhold from such payments such amounts as are required by the Code.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Each Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it ((x) if such Lender is an original Lender party to this Agreement, on or prior to the first Borrowing Date, and (y) if such Lender becomes a Lender party to this Agreement after the first Borrowing Date, on or prior to the date such Lender becomes a Lender party hereto) will deliver to each Investment Companies, on behalf of the Borrower Funds, and the Operations Agent two duly completed copies of United States EITHER U.S. Internal Revenue Service Form 1001 FORM W-8BEN or 4224, certifying in either case that FORM W-8ECI as to such Lender is entitled to receive payments under this Agreement Lender's exemption from deduction and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 either U.S. Internal Revenue Service FORM W-8BEN or 4224 FORM W-8ECI pursuant to the previous sentence further undertakes to deliver to each Investment Companies, on behalf of the Borrower Funds, and the Operations Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Operations Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes its Note without deduction or withholding of any United States federal income taxes, unless UNLESS an event (including without limitation any change in treaty, law law, or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower Borrowers and the Operations Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Borrowers and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Borrowers and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxestaxes and an Internal Revenue Service Form W-8 or W-9 or applicable successor form, as the case may be, to establish an exemption from United States backup withholding tax. Each Lender which so delivers a Form 1001 or 4224 and Form W-8 or W-9 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form Form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxestaxes and is exempt from backup withholding, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax or is not exempt from backup withholding tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI, or successor applicable form, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes (if requested) without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 W-8BEN or 4224 W-8ECI, or successor applicable form, further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a any successor formform or related form as may from time to time be required under applicable law) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes (if requested) without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender Each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224W-8IMY (properly completed with applicable attachments, including applicable W-9's, W-8BEN's, W-8ECI's and W-8EXP's, in each case certifying in either case that such Lender each beneficial owner of the payments under any Loan Document is entitled to receive payments under this Agreement such Loan Document without deduction or withholding of any United States federal income taxes, and withholding statements), W-8BEN or W-8ECI, or any other applicable form reasonably acceptable to Borrower and Agent, certifying in each case that such Bank is entitled to receive payments from the Notes Borrower under any Loan Document without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 W-8IMY (properly completed with applicable attachments, including applicable W-9's, W-8BEN's, W-8ECI's , W-8EXP's and withholding statements), W-8BEN or 4224 W-8ECI, or any other applicable form reasonably acceptable to Borrower and Agent further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender Bank is entitled to receive payments from the Borrower under any Loan Document without deduction or withholding of any United States federal income taxes, and in the case where such Bank has delivered a Form W-8IMY, such Bank delivers applicable W-9's, W-8BEN's, W-8ECI's and W-8EXP's, certifying that each beneficial owner of the payments under any Loan Document is entitled to receive payments under this Agreement and the Notes such Loan Document without deduction or withholding of any United States federal income taxes, unless an event (including including, without limitation limitation, any change in treaty, law law, interpretation, or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and applicable beneficial owners (a "Tax Law Change") and such Lender Bank advises the Borrower and the Agent that it is not capable of receiving such payments without any deduction or withholding of United States federal income tax. The Borrower agrees to pay to each Bank the additional amounts specified in Section 5.9 if such Bank becomes subject to any deduction or withholding (within the meaning of Section 5.9) because of any Tax Law Change.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a any state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent two (2) duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments payment under this Agreement and the its Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of such form (or a successor form) on or before the date that such form expires (currently, three (3) successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case case, certifying that such Lender is entitled to receive payments under this Agreement and the Notes its Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which that would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Company and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Company and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower Company and the Agent agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender (if any) that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxestaxes and an Internal Revenue Service Form W-8 or W-9 entitling such Lender to receive a complete exemption from United States tax backup withholding. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. If a Lender does not provide duly executed forms to the Borrower and the Agent within the time periods set forth in the preceding paragraph, the Borrower or the Agent shall withhold taxes from payments to such Lender at the applicable statutory rates and the Borrower shall not be required to pay any additional amounts as a result of such withholding. Upon the reasonable request of the Borrower or the Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a "United States person," shall submit to Borrower and the Agent a certificate or other evidence to the effect that it is such a "United States person."

Withholding Tax Exemption. At least five 5 Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Foreign Lender, each such Foreign Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Borrowers and the Agent two 2 duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI (or any subsequent replacement substitute or form therefor), certifying in either case that such Lender is entitled to receive payments payment under this Agreement and the Notes its Note without deduction or withholding of any United States federal income taxes. Each Foreign Lender which so delivers a Form 1001 W-8BEN or 4224 W-8ECI further undertakes to deliver to each of the Borrower Borrowers and the Agent two 2 additional copies of such form (or a successor form) on or before the date that such form expires (currently, three 3 successive calendar years for Form 1001 W-8BEN and one calendar year for Form 4224W-8ECI) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case case, certifying that such Foreign Lender is entitled to receive payments under this Agreement and the its Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which that would prevent such Foreign Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Each Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof (each a “Non-U.S. Lender”) agrees that (if it will has not done so prior to the Closing Date) it will, not more than five (5) Business Days after the date of this Agreement, (i) deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI (or a successor form) or, in the case of a Lender claiming exemption from withholding of any United States federal income taxes under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a certificate representing that such Lender is not (i) a “bank” for purposes of Section 881(c) of the Code, (ii) a ten-percent shareholder of the Borrower (within the meaning of Section 871(h)(3)(B) of the Code), or (iii) a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code), and a Form W-8BEN (or a successor form), in all cases properly completed and duly executed, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Administrative Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Administrative Agent two (x) renewals or additional copies of such form (or a any successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such additional forms or amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, . All forms or amendments described in each case certifying the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Each Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Administrative Agent two (2) duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments from Borrower under this Agreement and the Notes any Loan Document, without deduction or withholding of any United States federal income taxestaxes or (b) if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest," a Form W-8, or any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code). Each Lender which so delivers a W-8, Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Administrative Agent two (2) additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments from Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving such payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, Each Foreign Bank agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of the appropriate United States Internal Revenue Service Form 1001 or 4224form, certifying in either case that such Lender Bank is entitled to receive payments from the Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States federal income taxes. Each Lender Foreign Bank which so delivers a Form 1001 or 4224 such form further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender Foreign Bank is entitled to receive payments from the Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law law, or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Foreign Bank from duly completing and delivering any such form with respect to it and such Lender Foreign Bank advises the Borrower and the Agent that it is not capable of receiving such payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days On or prior to the first date on which interest any payment is due under any Note or fees are payable hereunder Certificate for the account of any Lender, each Lender that is Participant not incorporated under the laws of the United States of America, or a state thereof, agrees that it such Participant will deliver have delivered to each of the Borrower Lessee, Certificate Trustee and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender Participant is entitled to receive payments of interest and/or Yield and a return of the principal amount of the Loans and/or the Certificate Purchaser Amount, including Capitalized Interest and Capitalized Yield, as applicable, under this Agreement and the Notes Operative Documents without deduction or withholding of any United States federal Federal income taxes. Each Lender Participant which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Lessee, Certificate Trustee and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Lessee, Certificate Trustee or the Administrative Agent, in each case certifying that such Lender Participant is entitled to receive payments under this Agreement and the Notes Operative Documents without deduction or withholding of any United States federal Federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Participant from duly completing and delivering any such form with respect to it and such Lender Participant advises the Borrower Lessee, Certificate Trustee and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal Federal income tax.

Withholding Tax Exemption. At least No later than five Business (5) Banking Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower Borrowers and the Agent Operations Agent, two duly completed copies of the United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI (or any successor forms), certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 W-8BEN or 4224 W-8ECI further undertakes to deliver to each of the Borrower Borrowers and the Operations Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Operations Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower Borrowers and the Operations Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a any state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent two (2) duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments payment under this Agreement and the Notes Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of such form (or a successor form) on or before the date that such form expires (currently, three (3) successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case case, certifying that such Lender is entitled to receive payments under this Agreement and the Notes its Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which that would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes.

Withholding Tax Exemption. (a) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver deliver, to the extent it has not so delivered under the Existing Credit Agreement, to each of the Borrower Company and the Administrative Agent two duly completed copies of United States either U.S. Internal Revenue Service Form 1001 W-8BEN or 4224Form W-8ECI (or any subsequent versions thereof or successors thereto), or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a statement substantially in the form of Exhibit K (any such certificate an "EXEMPTION CERTIFICATE") and a Form W-8BEN (or any subsequent versions thereof or successors thereto), certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 W-8BEN or 4224 Form W-8ECI further undertakes to deliver to each of the Borrower Company and the Administrative Agent (or the Multi-Currency Payment Agent, in the case of Multi-Currency Lenders) two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Administrative Agent (or the Multi-Currency Payment Agent, as the case may be), in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower Company and the Administrative Agent (or the Multi-Currency Payment Agent, as the case may be) that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. (b) Each Lender that is not incorporated or organized under the laws of the jurisdiction under which a Foreign Subsidiary Borrower is incorporated or organized shall, upon request by such Foreign Subsidiary Borrower, deliver to such Foreign Subsidiary Borrower or the applicable Governmental Authority, any form or certificate required in order that any payment by such Foreign Subsidiary Borrower under this Agreement or any Notes to such Lender may be made free and clear of, and without deduction or withholding for or on account of any tax (or to allow any such deduction or withholding to be at a reduced rate) imposed on such payment under the laws of the jurisdiction under which such Foreign Subsidiary Borrower is incorporated or organized, PROVIDED that such Lender is legally entitled to complete, execute and deliver such form or certificate and such completion, execution or submission would not materially prejudice the legal position of such Lender. (c) All payments made by a Borrower or the Canadian Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent, the Multi-Currency Payment Agent, the Canadian Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent, the Multi-Currency Payment Agent, the Canadian Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent, the Multi-Currency Payment Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("NON-EXCLUDED TAXES") or other taxes are required to be withheld from any amounts payable to the Administrative Agent, the Multi-Currency Payment Agent, the Canadian Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent, the Multi-Currency Payment Agent, the Canadian Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent, the Multi-Currency Payment Agent, the Canadian Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and other taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, PROVIDED, HOWEVER, that the relevant Borrower or the Canadian Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender's failure to comply with the requirements of paragraph (a) or (b) of this Section or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time the Lender becomes a party to this Agreement, except to the extent that such Lender's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from such Borrower or the Canadian Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of (i) United States Internal Revenue Service Form 1001 W-8BEN (or 4224any successor form), certifying in either case that such Lender Bank is entitled to receive benefits under an income tax treaty to which the United States is a party which exempts such Bank from United States withholding tax or reduces the rate of withholding tax on payments received for the account of such Bank under this Agreement and the Notes, or (ii) United States Internal Revenue Service Form W-8ECI (or any successor form), certifying that the income receivable by such Bank under this Agreement and the Notes without deduction is effectively connected with the conduct of a trade or withholding of any business in the United States federal income taxesStates. Each Lender Bank which so delivers a Form 1001 W-8BEN or 4224 W-8ECI further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction effect set forth in clause (i) or withholding of any United States federal income taxes(ii) above, as applicable, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower and the Agent that it is not capable of receiving payments without any deduction making the certifications set forth in clause (i) or withholding of United States federal income tax(ii) above, as applicable.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI, or successor applicable form, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Syndicated Notes (if requested) without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 W-8BEN or 4224 W-8ECI, or successor applicable form, further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a any successor formform or related form as may from time to time be required under applicable law) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Syndicated Notes (if requested) without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent two duly and properly completed copies of United States Internal Revenue Service Form 1001 or 42244224 (or any successor form, in either case), certifying in either case that such Lender Bank is entitled to receive payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 or 4224 (or any successor form, in either case) further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower and the Agent that it is not capable of receiving payments without any deduction deductions or withholding of United States federal income tax, in which case such Bank shall have appropriate amounts withheld pursuant to applicable law. Notwithstanding any provision contained in this Credit Agreement to the contrary, if the Borrower, on advice of counsel, reasonably believes that the Borrower should withhold an amount with respect to any Bank on account of any applicable Government requirement, the Borrower shall be entitled to withhold such sum in accordance with the applicable Government requirement.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Company and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Company and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Administrative Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five 5 Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a any state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent two 2 duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments payment under this Agreement and the Notes its Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two 2 additional copies of such form (or a successor form) on or before the date that such form expires (currently, three 3 successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case case, certifying that such Lender is entitled to receive payments under this Agreement and the its Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which that would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes.

Withholding Tax Exemption. At least five Business Days prior to the ------------------------- first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxestaxes and an Internal Revenue Service Form W-8 or W-9 or applicable successor form, as the case may be, to establish an exemption from United States backup withholding tax. Each Lender which so delivers a Form 1001 or 4224 and Form W-8 or W-9 further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxestaxes and is exempt from backup withholding, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax or is not exempt from backup withholding tax.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8 ECI or 4224W8-BEN, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes Loan Documents without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 W8-ECI or 4224 W8-BEN further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) forms on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days On or prior to the first date on which interest or fees are payable hereunder for the account of any LenderEffective Date, each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI (or a successor form), certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes from each US Borrower at the time of such delivery without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 W-8BEN or 4224 W-8ECI (or a successor form) further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the any US Borrower or the Administrative Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes from each US Borrower at the time of such delivery without deduction or withholding of any United States federal income taxes, unless an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises each of the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender (or Lending Installation) that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender (or Lending Installation) is entitled to receive payments under this Agreement and the Notes Notes, if any, without deduction or withholding of any United States federal income taxes. Each Lender (or Lending Installation) which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender (or Lending Installation) is entitled to receive payments under this Agreement and the Notes Notes, if any, without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender (or Lending Installation) from duly completing and delivering any such form with respect to it and such Lender (or Lending Installation) advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, (i) each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8 (including Form W-8BEN-E (or 4224W-8BEN, if applicable), W-8ECI or W-8IMY, as applicable), and such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Agent, certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes its Note, if applicable, without deduction or withholding of any United States federal income taxes. Each Lender which so delivers taxes or any United States federal withholding taxes under FATCA (defined below) and (ii) each Bank that is incorporated under the laws of the United States of America or a Form 1001 or 4224 further undertakes to state thereof agrees that it will deliver to each of the Borrower and the Agent executed copies of United States Internal Revenue Service Form W-9 certifying that such Bank is exempt from U.S. federal backup withholding tax. Each Bank further undertakes to deliver to the Agent on behalf of the Borrower two additional copies of such form or other documentation (or a successor formform or documentation) on or before the date that such form or documentation expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form or documentation so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes its Notes, if applicable, without deduction or withholding of any United States federal income taxesor backup withholding taxes or any United States federal withholding taxes under FATCA, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxor backup withholding tax or United States federal withholding taxes under FATCA. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower and the Agent shall treat (and each Bank hereby authorizes the Agent to treat) the Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which for payment of interest or fees are payable hereunder for the account of any to a Foreign Lender, each the Foreign Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will shall deliver to each of the Administrative Borrower and the Agent two duly completed copies of United States Internal Revenue Service IRS Form 1001 W-8BEN or 4224W-8ECI (or any subsequent replacement or substitute form therefor), certifying in either case that such Lender is entitled to can receive payments under this Agreement and the Notes payment of Obligations without deduction or withholding of any United States federal income taxes. Each Foreign Lender which so delivers a Form 1001 or 4224 further undertakes to shall deliver to each of the Administrative Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such preceding form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by itform, and such amendments thereto or as well as any amendments, extensions or renewals thereof as may be reasonably requested by the Administrative Borrower or the Agent, in each case case, certifying that such the Foreign Lender is entitled to can receive payments under this Agreement and the Notes payment of Obligations without deduction or withholding of any United States federal income such taxes, unless an event (including without limitation any change in treaty, law treaty or regulationlaw) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which would prevent such prevents the Foreign Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent certifying that it is not capable of receiving can receive payments without any deduction or withholding of United States federal income taxsuch taxes. During any period that a Foreign Lender does not or is unable to establish that it can receive payments without deduction or withholding of such taxes, other than by reason of an event (including any change in treaty or law) that occurs after it becomes a Lender, Agent may withhold taxes from payments to such Foreign Lender at the applicable statutory and treaty rates, and Borrowers shall not be required to pay any additional amounts under this Section as a result of such withholding.

Withholding Tax Exemption. At least five Business Days (i) On or prior to the first date on which interest or fees are payable hereunder for of its execution and delivery of this Agreement in the account case of any Lender (and on or prior to the effective date specified in the Notice of Assignment pursuant to which a Purchaser became a Lender in the case of each other Lender), each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Company and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 42244224 (or other appropriate form), certifying in either case that such Lender is entitled to receive payments from the Company under this Agreement and the Notes Loan Documents without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Company and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form (or a replacement of an expired form) expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments from the Company under this Agreement and the Notes Loan Documents without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender promptly advises the Borrower Company and the Administrative Agent that it is not capable of receiving payments from the Company without any deduction or withholding of United States federal income tax. (ii) Each Lender agrees to file with the Administrative Agent and the Borrowers, in duplicate, (a) on the date such Lender becomes an Alternate Currency Bank with respect to an Alternate Currency and (b) thereafter as frequently as required by applicable law unless not legally able to do so, on or prior to the immediately following due date of any payment by the Borrowers hereunder, a properly completed and executed copy of any form, certification or similar documentation, if any, necessary for claiming complete exemption from withholding taxes, or an opinion of counsel confirming such exemption; provided that such Lender's failure to complete, execute and file such form, certification or similar documentation shall not relieve the Borrowers of any of their obligations under this Agreement.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender Each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI, certifying in either case that such Lender Bank is entitled to receive payments from the Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 W-8BEN or 4224 W-8ECI further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender Bank is entitled to receive payments from the Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower and the Agent that it is not capable of receiving such payments without any deduction or withholding of United States federal income tax. Notwithstanding any provisions of this agreement to the contrary, the Borrower shall make payments net of, and after deductions for, taxes and shall not be required to increase any such amount payable to any non-U.S. Bank that fails to comply with this Section.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender (or Lending Installation) that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender (or Lending Installation) is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender (or Lending Installation) which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender (or Lending Installation) is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender (or Lending Installation) from duly completing and delivering any such form with respect to it and such Lender (or Lending Installation) advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (a) Not later than ten Business Days prior to after the first date on which interest or fees are payable hereunder for the account of any LenderClosing Date, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. (b) Except as otherwise required by law and subject to Section 2.6.14 (a) each payment by the Borrower under this Agreement or any Loan Document shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient not required to be deducted or withheld) imposed by or within the jurisdiction in which the Borrower is domiciled, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender, the Issuer and the Agent free and clear of such taxes (including taxes on such additional amount) is equal to the amount which that Lender, the Issuer or the Agent (as the case may be) would have received had such withholding not been made. If the Agent, the Issuer or any Lender pays any amount in respect of such taxes, penalties or interest the Borrower shall reimburse the Agent, the Issuer or that Lender for that payment on demand in the currency in which such payment was made. If the Borrower pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender, the Issuer or the Agent on whose account such withholding was made (with a copy to the Agent if not the recipient of the original) on or before the thirtieth day after payment. To the extent that the Agent, the Issuer or any Lender actually receives a credit against or a reduction in its tax liability as a result of payments made by the Borrower pursuant to this Section 2.6.14(b), the Agent, the Issuer or such Lender, as the case may be, shall reimburse the Borrower for such credit or reduction at the time when such credit or reduction is no longer subject to challenge by the applicable taxing authority.

Withholding Tax Exemption. (a) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver deliver, to the extent it has not so delivered under the Existing Credit Agreement, to each of the Borrower Company and the Administrative Agent two duly completed copies of United States either U.S. Internal Revenue Service Form 1001 W-8BEN or 4224Form W-8ECI (or any subsequent versions thereof or successors thereto), or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a statement substantially in the form of Exhibit I (any such certificate an "EXEMPTION CERTIFICATE") and a Form W-8BEN (or any subsequent versions thereof or successors thereto), certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 W-8BEN or 4224 Form W-8ECI further undertakes to deliver to each of the Borrower Company and the Administrative Agent (or the Multi-Currency Payment Agent, in the case of Multi-Currency Lenders) two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Administrative Agent (or the Multi-Currency Payment Agent, as the case may be), in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower Company and the Administrative Agent (or the Multi-Currency Payment Agent, as the case may be) that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. (b) All payments made by the Company or the Canadian Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent, the Multi-Currency Payment Agent, the Canadian Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent, the Multi-Currency Payment Agent, the Canadian Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent, the Multi-Currency Payment Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("NON-EXCLUDED TAXES") or other taxes are required to be withheld from any amounts payable to the Administrative Agent, the Multi-Currency Payment Agent, the Canadian Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent, the Multi-Currency Payment Agent, the Canadian Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent, the Multi-Currency Payment Agent, the Canadian Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and other taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, PROVIDED, HOWEVER, that the Company or the Canadian Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender's failure to comply with the requirements of paragraph (a) or (b) of this Section or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time the Lender becomes a party to this Agreement, except to the extent that such Lender's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Company or the Canadian Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Each Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI, certifying in either case that such Lender is entitled to receive payments from the Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 W-8BEN or 4224 W-8ECI further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments from the Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving such payments without any deduction or withholding of United States federal income tax. Notwithstanding any provisions of this agreement to the contrary, the Borrower shall make payments net of, and after deductions for, taxes and shall not be required to increase any such amount payable to any non-U.S. Lender that fails to comply with this section.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Each Lender that is not incorporated or organized under the laws of the United States of America, or a state thereof, agrees that it will shall, on or before the date such Lender becomes a party to this Agreement, deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes such Lender’s Revolving Credit Note without deduction or withholding of any United States federal income taxes. Each Lender which that so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or ), becomes obsolete or otherwise is required to be resubmitted as a condition to obtaining an exemption from a required withholding or deduction of United States federal income tax or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes such Lender’s Revolving Credit Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred after the Closing Date and prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which that would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender promptly advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date day on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Administrative Agent and Borrower and the Agent two (2) duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224Form W-8ECI (and any necessary Form W-8IMY), certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without any deduction or withholding of any United States federal income taxestaxes and a valid and duly completed and executed Internal Revenue Service Form W-8 or W-9. Each Lender which so delivers a Form 1001 W-8BEN or 4224 Form W-8ECI further undertakes to deliver to each of the Administrative Agent and Borrower and the Agent two (2) additional copies of such form (or a any applicable successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Administrative Agent or the AgentBorrower, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without any deduction or withholding of any United States federal income taxes, unless an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes. If any Lender cannot deliver such form or delivers one or more such forms indicating that such Lender is entitled to only a partial exemption from withholding, then Borrower may withhold from such payments such amounts as are required by the Code.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8 (including Form W-8BEN or 4224W-8EC1), certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes its Note, if applicable, without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 W-8BEN or 4224 W-8EC1 further undertakes to deliver to each the Agent on behalf of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes its Notes, if applicable, without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five 5 Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Foreign Lender, each such Foreign Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Borrowers and the Agent two 2 duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI (or any subsequent replacement substitute or form therefor), certifying in either case that such Lender is entitled to receive payments payment under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Foreign Lender which so delivers a Form 1001 W-8BEN or 4224 W-8ECI further undertakes to deliver to each of the Borrower Borrowers and the Agent two 2 additional copies of such form (or a successor form) on or before the date that such form expires (currently, three 3 successive calendar years for Form 1001 W-8BEN and one 1 calendar year for Form 4224W-8ECI) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case case, certifying that such Foreign Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which that would prevent such Foreign Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a any successor formform or related form as may from time to time be required under applicable law) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 Forms 1001, 4224 or 4224W-8 ECI, certifying or their successor forms ("Tax Withholding Forms"), in either each case as required to demonstrate and certify that such Lender is entitled to receive payments under this Agreement and the Notes Loan Documents without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 Tax Withholding Forms further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) forms on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without Loan Documents deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. (a) At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Foreign Lender, each such Foreign Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Borrowers and the Agent two (2) duly completed and executed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI (and/or any subsequent replacement substitute or form therefor), and/or any other document reasonably requested by Borrowers or Agent, certifying in either case that such Lender is entitled to receive payments payment under this Agreement and the Notes such Lender’s Note without deduction or withholding of any United States federal income withholding taxes. Each Agent and each Lender that is not a Foreign Lender shall deliver to Borrowers and Agent on or prior to the first date on which interest or fees are payable hereunder for the account of such Person two (2) duly completed and executed copies of United States Internal Revenue Service Form W-9 unless such Person is an “exempt recipient” (as defined in Section 1.6049-4(c)(1)(ii) of the United States Treasury Regulations). Agent and each Lender that so delivers a Form 1001 X-0, X-0XXX or 4224 W-8ECI (or any other document reasonably requested by Borrowers or Agent) further undertakes to deliver to each of the Borrower Borrowers and the Agent two (2) additional copies of such form (or a successor form) and/or documentation on or before the date that such form and/or documentation expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form and/or documentation so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case case, certifying that such Lender Person is entitled to receive payments under this Agreement and the its Notes without deduction or withholding of any United States federal income withholding taxes, unless an event (including without limitation any change in treaty, law or regulation) regulation has occurred after the date such Person became a party to this Agreement but prior to the date on which any such delivery would otherwise be required which that renders all such forms and/or documentation inapplicable or which that would prevent such Lender Person from duly completing and delivering any such form and/or documentation with respect to it and such Lender Person advises the Borrower Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxwithholding taxes. (b) In addition, upon request, Agent and each Lender shall deliver to Agent and Borrowers such other tax forms and/or other documents as shall be prescribed by applicable law to demonstrate, where applicable, that payments under this Agreement and such Lender’s Note to Agent and such Lender are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender (a) Each Bank that is not incorporated or organized under the laws of the United States of America, America or a state thereof, thereof (a “Non-U.S. Bank”) agrees that it will deliver to each of the Borrower Borrowers and the Agent on the Closing Date (or, in the case of an assignee, on the date of assignment) two duly completed copies of either United States Internal Revenue Service Form 1001 W8-ECI or 4224W8-BEN (or any applicable successor form), certifying in either case that such Lender Non-U.S. Bank is entitled to receive payments from the Borrowers under this Agreement and the Notes any Loan Document without deduction or withholding of any United States federal income taxes. In the case of a Non-U.S. Bank claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(s) of the Code, with respect to payments of “portfolio interest”, it will deliver to the Borrowers and the Agent on the Closing Date (or, in the case of an assignee, on the date of assignment) two Form W-8 (or any subsequent versions thereof or successors thereto) properly completed and duly executed by such Non-U.S. Bank claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrowers under the Loan Documents. Each Lender Non-U.S. Bank which so delivers such a Form 1001 or 4224 form further undertakes to deliver to each of the Borrower Borrowers and the Agent two (2) additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case certifying that such Lender Non-U.S. Bank is entitled to receive payments from the Borrowers under this Agreement and the Notes any Loan Document without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law law, or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Non-U.S. Bank from duly completing and delivering any such form with respect to it and such Lender Non-U.S. Bank advises the Borrower Borrowers and the Agent that it is not capable of receiving such payments without any deduction or withholding of United States federal income tax. (b) A Bank that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrowers are located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrowers (with a copy to the Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrowers, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided, that such Bank is legally entitled to complete, execute and deliver such documentation if in such Bank’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of such Bank. (c) If the form provided by a Bank at the time such Bank first becomes a party to this Agreement indicates a U.S. interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Non-Excluded Taxes unless and until such Bank provides the appropriate form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate shall be considered excluded from Non-Excluded Taxes only for periods governed by such form.

Withholding Tax Exemption. (A) At least five (5) Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower Company and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI and any additional forms necessary for claiming complete exemption from United States withholding taxes (or any successor or substitute forms), certifying in either case that such Lender Bank is entitled to receive payments under this Agreement Agreement, the Loans and the Notes Letters of Credit without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 W-8BEN or 4224 W-8ECI and any additional forms necessary for claiming complete exemption from United States withholding taxes (or any successor or substitute forms) further undertakes to deliver to each of the Borrower Company and the Agent two additional copies of such form forms (or a any successor formor substitute forms) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the AgentAgent to the extent it may lawfully do so, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes Loans and Letters of Credit without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower Company and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. (B) For any period with respect to which a Bank has failed to provide the Company, the Agent or the relevant Borrower with the appropriate form as required by the foregoing subsection (unless such failure is due to a change in treaty, law or regulation occurring after the date on which such form originally was required to be provided), such Bank shall not be entitled to compensation pursuant to the last sentence of Section 2.11(D).

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Each Lender that is not incorporated or otherwise formed under the laws of the United States of America, U.S. or a state thereof, thereof agrees that it will will, prior to or on or about the Closing Date or the date upon which it initially becomes a party to this Agreement and if it is legally able to do so, deliver to each of the Borrower Borrowers and the Agent Administrative Agent, two duly completed copies of United States U.S. Internal Revenue Service Form 1001 1001, 4224 or 4224W-8, as appropriate, certifying in either any case that such Lender is entitled to receive payments from the Borrowers under this Agreement and the Notes any Loan Document without deduction or withholding of any United States U.S. federal income taxes. Each Lender which so delivers a Form 1001 1001, 4224 or 4224 W-8 further undertakes to deliver to each of the Borrower Borrowers and the Agent Administrative Agent, two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments from the Borrowers under this Agreement and the Notes any Loan Document without deduction or withholding of any United States U.S. federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower Borrowers and the Administrative Agent that it is not capable of receiving such payments without any deduction or withholding of United States U.S. federal income tax.

Withholding Tax Exemption. At least five 5 Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a any state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent two 2 duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI, certifying in either case that such Lender is entitled to receive payments payment under this Agreement and the its Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 W-8BEN or 4224 W-8ECI further undertakes to deliver to each of the Borrower and the Agent two 2 additional copies of such form (or a successor form) on or before the date that such form expires (currently, three 3 successive calendar years for Form 1001 W-8BEN and one calendar year for Form 4224W-8ECI) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case case, certifying that such Lender is entitled to receive payments under this Agreement and the its Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which that would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Borrowers and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Borrowers and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any an event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date dat on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Each Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof (each a “Non-U.S. Lender”) agrees that (if it will has not done so prior to the Closing Date) it will, not more than five (5) Business Days after the date of this Agreement, (i) deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI (or a successor form) or, in the case of a Lender claiming exemption from withholding of any United States federal income taxes under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest," a certificate representing that such Lender is not (i) a "bank" for purposes of Section 881(c) of the Code, (ii) a ten-percent shareholder of the Borrower (within the meaning of Section 871(h)(3)(B) of the Code), or (iii) a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code), and a Form W-8BEN (or a successor form), in all cases properly completed and duly executed, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Administrative Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Administrative Agent two (x) renewals or additional copies of such form (or a any successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such additional forms or amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, . All forms or amendments described in each case certifying the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Revolving Notes without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Revolving Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Company and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Company and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year 50 56 for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower Company and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. Each such Lender delivering such forms shall indemnify the Company and the Agent, and hold harmless the Company and the Agent from, all losses and damages suffered by the Company or the Agent for any inaccuracies in any such forms.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date day on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Administrative Agent and Borrower and the Agent two (2) duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224Form W-8ECI (and any necessary Form W-8IMY), certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxestaxes and a valid and duly completed and executed Internal Revenue Service Form W-8 or W-9. Each Lender which so delivers a Form 1001 W-8BEN or 4224 Form W-8ECI further undertakes to deliver to each of the Administrative Agent and Borrower and the Agent two (2) additional copies of such form (or a any applicable successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Administrative Agent or the AgentBorrower, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes. If any Lender cannot deliver such form, then Borrower may withhold from such payments such amounts as are required by the Code.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Borrowers and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Borrowers and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. SECTION 4. Payment and Prepayment; Fees; Change in Circumstances.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Company and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Company and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender promptly advises the Borrower Company and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. If any Lender so advises the Company and the Agent of such fact, the Company shall be entitled to exercise its rights under Section 2.5.11.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Borrowers and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI, certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 W-8BEN or 4224 W-8ECI further undertakes to deliver to each of the Borrower Borrowers and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 W-8BEN and one calendar year for Form 4224W-8ECI) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 42244224 (or a successor form), certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest interest, fees or fees commissions are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent (and, in the case of any Bank with any Letter of Credit Exposure, the Issuing Bank) two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent (and, in the case of any Bank with any Letter of Credit Exposure, the Issuing Bank) two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the AgentAgent (or, in the case of any Bank with any Letter of Credit Exposure, the Issuing Bank), in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including including, without limitation limitation, any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower and the Agent (and, in the case of any Bank with any Letter of Credit Exposure, the Issuing Bank) that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 W8ECI or 4224W8BEN, certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 W8ECI or 4224 W8BEN further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 W8ECI and one calendar year for Form 4224W8BEN) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. (A) At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower Company and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI and any additional forms necessary for claiming complete exemption from United States withholding taxes (or any successor or substitute forms), certifying in either case that such Lender Bank is entitled to receive payments under this Agreement Agreement, the Loans and the Notes Letters of Credit without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 W-8BEN or 4224 W-8ECI and any additional forms necessary for claiming complete exemption from United States withholding taxes (or any successor or substitute forms) further undertakes to deliver to each of the Borrower Company and the Agent two additional copies of such form forms (or a any successor formor substitute forms) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change 27 SIDLEY XXXXXX XXXXX & XXXX in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the AgentAgent to the extent it may lawfully do so, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Notes Loans and Letters of Credit without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower Company and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. (B) For any period with respect to which a Bank has failed to provide the Company, the Agent or the relevant Borrower with the appropriate form as required by the foregoing subsection (unless such failure is due to a change in treaty, law or regulation occurring after the date on which such form originally was required to be provided), such Bank shall not be entitled to compensation pursuant to the last sentence of Section 2.11(D).

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two (2) duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires ([currently, three (3) successive calendar years for Form 1001 and one (1) calendar year for Form 4224) ] or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a any successor formform or related form as may from time to time be required under applicable law) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Each Lender that is not incorporated or otherwise formed under the laws of the United States of America, U.S. or a state thereof, thereof agrees that it will will, prior to or on or about the Effective Date or the date upon which it becomes a party to this Agreement and if it is legally able to do so, deliver to each of the Borrower and the Agent two duly completed copies of United States U.S. Internal Revenue Service Form 1001 1001, 4224 or 4224W-8, as appropriate, certifying in either any case that such Lender is entitled to receive payments from Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States U.S. federal income taxes. Each Lender which so delivers a Form 1001 1001, 4224 or 4224 W-8 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments from Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States U.S. federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.form

Withholding Tax Exemption. (a) At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Foreign Lender, each such Foreign Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Borrowers and the Agent two (2) duly completed and executed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI (and/or any subsequent replacement substitute or form therefor), and/or any other document reasonably requested by Borrowers or Agent, certifying in either case that such Lender is entitled to receive payments payment under this Agreement and the Notes such Xxxxxx's Note without deduction or withholding of any United States federal income withholding taxes. Each Agent and each Lender that is not a Foreign Lender shall deliver to Borrowers and Agent on or prior to the first date on which interest or fees are payable hereunder for the account of such Person two (2) duly completed and executed copies of United States Internal Revenue Service Form W-9 unless such Person is an "exempt recipient" (as defined in Section 1.6049-4(c)(1)(ii) of the United States Treasury Regulations). Agent and each Lender that so delivers a Form 1001 W-9, W-8BEN or 4224 W-8ECI (or any other document reasonably requested by Borrowers or Agent) further undertakes to deliver to each of the Borrower Borrowers and the Agent two (2) additional copies of such form (or a successor form) and/or documentation on or before the date that such form and/or documentation expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form and/or documentation so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case case, certifying that such Lender Person is entitled to receive payments under this Agreement and the its Notes without deduction or withholding of any United States federal income withholding taxes, unless an event (including without limitation any change in treaty, law or regulation) regulation has occurred after the date such Person became a party to this Agreement but prior to the date on which any such delivery would otherwise be required which that renders all such forms and/or documentation inapplicable or which that would prevent such Lender Person from duly completing and delivering any such form and/or documentation with respect to it and such Lender Person advises the Borrower Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxwithholding taxes. (b) In addition, upon request, Agent and each Lender shall deliver to Agent and Borrowers such other tax forms and/or other documents as shall be prescribed by applicable law to demonstrate, where applicable, that payments under this Agreement and such Xxxxxx's Note to Agent and such Lender are exempt from application of the United States federal withholding taxes imposed pursuant to FATCA.

Withholding Tax Exemption. At least five Business Days prior Each Bank that is originally a party to this Agreement as of the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender Closing Date and that is not incorporated under the laws of the United States of America, or a state thereof, thereof agrees that it will deliver to each of the Borrower BORROWERS and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 1001, 4224 or 4224W-8, as appropriate, certifying in either any case that such Lender Bank is entitled to receive payments from the BORROWERS under this Agreement and the Notes any Loan Document without deduction or withholding of any United States federal income taxes. Each Lender other Bank that is not incorporated under the laws of the United States or a state thereof and which is eligible to deliver a Form 1001, 4224 or W-8, as applicable, undertakes to deliver to the BORROWERS and the Agent two duly completed copies of such form promptly upon its becoming a Bank under this Agreement. Each Bank which initially so delivers a Form 1001 1001, 4224 or 4224 W-8 pursuant to this Section 3.6 further undertakes to deliver to each of the Borrower BORROWERS and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower BORROWERS or the Agent, in each case certifying that such Lender Bank is entitled to receive payments from the BORROWERS under this Agreement and the Notes any Loan Document without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower BORROWERS and the Agent that it is not capable of receiving such payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form Forms 1001 or 42244224 and W-8, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 and Form W-8 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and 1001, one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. (a) At least five (5) Business Days prior to the first date on which interest or fees are any Rent is payable hereunder or under any other Operative Agreement for the account of any Lender, each Lender that is Lessor not incorporated under the laws of the United States of America, or a state thereof, such Lessor agrees that it will deliver have delivered to each of the Borrower Lessee and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender Lessor is entitled to receive payments under this Agreement and the Notes other Operative Agreements without deduction or withholding of any 42 United States federal Federal income taxes. Each Lender Lessor which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Lessee and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Lessee or the Agent, in each case certifying that such Lender Lessor is entitled to receive payments under this Agreement and the Notes other Operative Agreements without deduction or withholding of any United States federal Federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Lessor from duly completing and delivering any such form with respect to it and such Lender Lessor advises the Borrower Lessee and the Agent that it is not capable of receiving payments without any withholding of United States Federal income tax. (b) At least five (5) Business Days prior to the first date on which any Rent is payable hereunder or under any other Operative Agreement for the account of any Lessor who does not have a street address in the State of California, such Lessor agrees that it will have delivered to each of the Lessee and the Agent two duly completed copies of California Form 587 or 590, certifying in either case that such Lessor is entitled to receive payments under this Agreement and the other Operative Agreements without deduction or withholding of United States federal any California income taxes. Each Lessor which so delivers a Form 587 or 590 further undertakes to deliver to each of the Lessee and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it (including, without limitation, any change in residency or address), and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Lessee or the Agent, in each case certifying that such Lessor is entitled to receive payments under this Agreement and the other Operative Agreements without deduction or withholding of any California income taxes, unless an event (including any change in law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lessor from duly completing and delivering any such form with respect to it and such Lessor advises the Lessee and the Agent that it is not capable of receiving payments without any withholding of California income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date day on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Administrative Agent and Borrower and the Agent two (2) duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224Form W-8ECI (and any necessary Form W-8IMY), certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without any deduction or withholding of any United States federal income taxestaxes and a valid and duly completed and executed Internal Revenue Service Form W-8 or W-9. Each Lender which so delivers a Form 1001 W-8BEN or 4224 Form W-8ECI further undertakes to deliver to each of the Administrative Agent and Borrower and the Agent two (2) additional copies of such form (or a any applicable successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Administrative Agent or the AgentBorrower, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without any deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes. If any Lender cannot deliver such form or delivers one or more such forms indicating that such Lender is entitled to only a partial exemption from withholding, then Borrower may withhold from such payments such amounts as are required by the Code.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Banking Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower Borrowers and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Borrowers and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.. -8-

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Company and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Company and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower Company and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. Each Lender will promptly execute such other documents with respect to withholding or similar taxes in any jurisdiction other than United States or any State thereof if required to do so to avoid any such withholding tax or similar tax, provided that such Lender is legally entitled to do so and such Lender would not be materially prejudiced thereby. Each such Lender delivering such forms shall indemnify the Company and the Agent, and hold harmless the Company and the Agent from, all losses and damages suffered by the Company or the Agent for any inaccuracies in any such forms.

Withholding Tax Exemption. At least five Base Rate ------------------------- Business Days prior to the first date on which interest or fees are payable by either Borrower hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower Company and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender Bank is entitled to receive payments from both Borrowers under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Company and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Agent, in each case certifying that such Lender Bank is entitled to receive payments from both Borrowers under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including including, without limitation limitation, any change in any treaty, law or regulationregulation or in the interpretation or administration thereof) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Borrower Company and the Agent that it is not capable of receiving such payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Each Lender that is not ------------------------- incorporated or otherwise formed under the laws of the United States of America, U.S. or a state thereof, thereof agrees that it will will, prior to or on or about the Third Restatement Date or the date upon which it becomes a party to this Agreement and if it is legally able to do so, deliver to each of the Borrower and the Agent two duly completed copies of United States U.S. Internal Revenue Service Form 1001 1001, 4224 or 4224W-8, as appropriate, certifying in either any case that such Lender is entitled to receive payments from the Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States U.S. federal income taxes. Each Lender which so delivers a Form 1001 1001, 4224 or 4224 W-8 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments from the Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States U.S. federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving such payments without any deduction or withholding of United States U.S. federal income tax.

Withholding Tax Exemption. At least five 5 Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a any state thereof, thereof agrees that it will deliver to each of the Borrower and the Agent two 2 duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments payment under this Agreement and the Notes its Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two 2 additional copies of such form (or a successor form) on or before the date that such form expires (currently, three 3 successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case case, certifying that such Lender is entitled to receive payments under this Agreement and the its Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which that would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes.

Withholding Tax Exemption. At least five Business Days prior (a) On the Effective Date (or (i) in the case of an entity that becomes a Lender after the Effective Date, on the date such entity becomes a Lender and (ii) in the case of a Lender that designates a substitute or additional Applicable Lending Office to which forms previously furnished by such Lender do not apply, on the first date on which interest or fees are payable hereunder for the account of any Lender, such designation) and thereafter as required by applicable law each Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Borrower Borrowers and the Agent two 2 duly completed completed, accurate and signed copies of United States Internal Revenue Service Form 1001 or any successor thereto ("Form 1001") or Form 4224 or any successor thereto ("Form 4224, ") for each of such Lender's Applicable Lending Offices certifying in either each case that such Lender Applicable Lending Office is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal withholding taxes on income taxes("U.S. Withholding Taxes"). Each Lender which that so delivers a Form 1001 or 4224 Form 4224, as the case may be, for an Applicable Lending Office further undertakes to deliver to each SunAmerica, on behalf of itself and the Borrower other Borrowers, and the Agent two 2 additional duly completed, accurate and signed copies of such form (Form 1001 or a successor form) on or Form 4224 before the date that such the prior form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after prior to the occurrence of any event (or promptly upon the Lender's knowledge of such event if the Lender obtains knowledge of such event only after its occurrence) requiring a change in the most recent forms form so delivered deliv- ered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower SunAmerica or the Agent, in each case certifying that such Lender Applicable Lending Office is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxesU.S. Withholding Taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender promptly advises SunAmerica, on behalf of itself and the Borrower other Borrowers, and the Agent in writing that it is not capable of receiving payments without any deduction or withholding of U.S. Withholding Taxes. If an event occurs after the date on which a Form 1001 or Form 4224 is submitted by a Lender in respect of such Lender's Applicable Lending Office that renders such Form inapplicable for a complete exemption from deduction or withholding of any U.S. Withholding Taxes but such Lender's Applicable Lending Office is entitled to a reduced rate of deduction or withholding for such taxes, such Lender shall promptly upon the request of the Borrowers submit 2 duly completed, accurate and signed copies of the applicable Form certifying that such Applicable Lending Office is entitled to receive payments under this Agreement and the Notes with such reduced rate of deduction or withholding. Unless the Borrowers and the Agent have received with respect to a Lender organized under the laws of a jurisdiction outside the United States federal income tax.the forms required to be delivered in this Section 2.17 entitling the Lenders to a complete exemption from U.S. Withholding Tax, such Borrower shall withhold taxes from such payments to or for such Lender as required by applicable law. Each Lender hereby represents and warrants to each Borrower that as of the Effective Date, no payments to it hereunder are subject to any U.S. Withholding Taxes, and each Lender who at any time becomes a Lender hereunder represents and warrants to each Borrower that as of the date it becomes a Lender hereunder, no payments to it hereunder are subject to any U.S.

Withholding Tax Exemption. At least five Business Days prior to the ------------------------- first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to On or before the first date on ------------------------- which interest any payment is due under any Note or fees are payable hereunder Trust Certificate for the account of any Lender, each Lender that is Participant not incorporated under the laws of the United States of America, or a state thereofthereof , such Participant agrees that it will deliver have delivered to each of the Borrower Lessee, Participant and the Agent (i) two valid, duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes Operative Documents without deduction or withholding of any United States federal income taxestaxes and (ii) a valid, duly completed Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Lender Participant which so delivers a Form 1001 or 4224 and Form W-8 or W-9, or successor applicable forms, further undertakes to deliver to each of the Borrower Lessee and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Lessee or the Agent, in each case certifying that such Lender Participant is entitled to receive payments under this Agreement and the Notes Operative Documents without deduction or withholding of any United States federal Federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) regulation has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower Lessee, Lessor and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal Federal income tax.

Withholding Tax Exemption. At least five 5 Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Foreign Lender, each such Foreign Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower Agent and the Administrative Agent two 2 duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI (or any subsequent replacement substitute or form therefor), certifying in either case that such Lender is entitled to receive payments payment under this Agreement and the Notes its Note without deduction or withholding of any United States federal income taxes. Each Foreign Lender which so delivers a Form 1001 W-8BEN or 4224 W-8ECI further undertakes to deliver to each of the Borrower Agent and the Administrative Agent two 2 additional copies of such form (or a successor form) on or before the date that such form expires (currently, three 3 successive calendar years for Form 1001 W-8BEN and one calendar year for Form 4224W-8ECI) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Agent or the Administrative Agent, in each case case, certifying that such Foreign Lender is entitled to receive payments under this Agreement and the its Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which that would prevent such Foreign Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower Borrowers and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes applicable Notes, without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes applicable Notes, without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Paying Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Paying Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Paying Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Paying Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Each Lender that is not incorporated or otherwise formed under the laws of the United States of America, U.S. or a state thereof, thereof agrees that it will will, prior to or on or about the Closing Date or the date upon which it initially becomes a party to this Agreement and if it is legally able to do so, deliver to each of the Borrower and the Administrative Agent two duly completed copies of United States U.S. Internal Revenue Service Form 1001 1001, 4224 or 4224W-8, as appropriate, certifying in either any case that such Lender is entitled to receive payments from the Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States U.S. federal income taxes. Each Lender which so delivers a Form 1001 1001, 4224 or 4224 W-8 further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments from the Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States U.S. federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving such payments without any deduction or withholding of United States U.S. federal income tax.

Withholding Tax Exemption. (i) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated or otherwise organized under the laws of the United States of America, or a state thereof, thereof (a “Non-U.S. Lender”) agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI, certifying in either case that such Non-U.S. Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent (x) two renewals or additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, . All forms or amendments described in each case certifying the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Non-U.S. Lender from duly completing and delivering any such form with respect to it and such Non-U.S. Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to this Section 2.22, above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification with respect to taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to taxes because of its failure to deliver a form required under this Section 2.22, the Borrowers, respectively, shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such taxes.

Withholding Tax Exemption. At least five 5 Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender Person that is not incorporated under the laws of the United States of Americaor any state thereof becomes a Lender, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two 2 duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments payment under this Agreement and the Notes its Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two 2 additional copies of such form (or a successor form) on or before the date that such form expires (currently, three 3 successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case case, certifying that such Lender is entitled to receive payments under this Agreement and the Notes its Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which that would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes.

Withholding Tax Exemption. At least five Business Days prior to Any permitted assignee of the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender Agent under this Agreement that is not incorporated under the laws of the United States of America, America or a any state thereof, thereof agrees that it will will, on or before the date of such assignment, deliver to each of the Borrower and (for the Agent two benefit of each Credit Party) a duly completed copies copy of United States Internal Revenue Service Form 1001 From W-8 BEN or 4224W-8 ECI, certifying in either case that such Lender assignee is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender assignee which so delivers a Form 1001 W-8 BEN or 4224 W-8 ECI further undertakes to deliver to each of the Borrower and (for the Agent two benefit of each Credit Party) an additional copies copy of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 W-8 BEN and one calendar year for Form 4224W-8 ECI) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent(on behalf of any Credit Party), in each case certifying that such Lender assignee is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender assignee from duly completing and delivering any such form with respect to it and such Lender assignee advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or complete exemption from withholding of United States federal income tax; provided, however, that such assignee shall take such action as is required under Section 3.6 of this Agreement.

Withholding Tax Exemption. (i) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated or otherwise organized under the laws of the United States of America, or a state thereof, thereof (a “Non-U.S. Lender”) agrees that it will deliver to each of the Parent Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI, certifying in either case that such Non-U.S. Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Parent Borrower and the Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Parent Borrower and the Agent (x) two renewals or additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Parent Borrower or the Agent, . All forms or amendments described in each case certifying the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Non-U.S. Lender from duly completing and delivering any such form with respect to it and such Non-U.S. Lender advises the Parent Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. For any period during which a Non-U.S. Lender has failed to provide the Parent Borrower with an appropriate form pursuant to this Section 2.22, above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification with respect to taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to taxes because of its failure to deliver a form required under this Section 2.22, the Borrowers, respectively, shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such taxes.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender (if any) that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxestaxes and an Internal Revenue Service Form W-8 or W-9 entitling such Lender to receive a complete exemption from United States tax backup withholding. Each Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. If a Lender does not provide duly executed forms to the Borrower and the Agent within the time periods set forth in the preceding paragraph, the Borrower or the Agent shall withhold taxes from payments to such Lender at the applicable statutory rates and the Borrower shall not be required to pay any additional amounts as a result of such withholding. Upon the reasonable request of the Borrower or the Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a "United States person," shall submit to Borrower and the Agent a certificate or other evidence to the effect that it is such a "United States person." 80

Withholding Tax Exemption. At least five (5) Business Days ------------------------- prior to the first date on which interest or fees are payable hereunder any payment is due under any Certificate for the account of any Lender, each Lender that is Certificate Purchaser not incorporated under the laws of the United States of America, or a state thereof, such Certificate Purchaser agrees that it will deliver have delivered to each of the Borrower Lessee and the Agent Certificate Trustee two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender Certificate Purchaser is entitled to receive payments under this Agreement and the Notes Operative Documents without deduction or withholding of any United States federal Federal income taxes. Each Lender Certificate Purchaser which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower Lessee and the Agent Certificate Trustee two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Lessee or the AgentCertificate Trustee, in each case certifying that such Lender Certificate Purchaser is entitled to receive payments under this Agreement and the Notes Operative Documents without deduction or withholding of any United States federal Federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Certificate Purchaser from duly completing and delivering any such form with respect to it and such Lender Certificate Purchaser advises the Borrower Lessee and the Agent Certificate Trustee that it is not capable of receiving payments without any deduction or withholding of United States federal Federal income tax.

Withholding Tax Exemption. (a) At least five (5) Business Days prior to the first date on which interest or fees are any amount is payable hereunder for the account of any LenderPurchaser, each Lender Purchaser that is not incorporated under the laws of the a “United States of America, or a state thereof, person” for United States federal income tax purposes agrees that it will deliver to each of the Borrower Seller and the its related Managing Agent two duly a copy of a completed copies of United States Internal Revenue Service Form 1001 X-0XXX, X-0XXX or 4224W-8IMY with all necessary attachments or applicable successor forms, certifying in either each case that such Lender Purchaser is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form 1001 or 4224 such Purchaser further undertakes to deliver to each of the Borrower Seller and the its related Managing Agent two additional copies a copy of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Seller or the its related Managing Agent, in each case certifying that such Lender Purchaser is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in any treaty, law or regulation) regulation has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent prevents such Lender Purchaser from duly completing and delivering any such form with respect to it and such Lender Purchaser advises the Borrower Seller and the its related Managing Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to Any permitted assignee of the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender Bank under this Agreement that is not incorporated under the laws of the United States of America, America or a any state thereof, thereof agrees that it will will, on or before the date of such assignment, deliver to each of the Borrower and (for the Agent two benefit of each Credit Party) a duly completed copies copy of United States Internal Revenue Service Form 1001 From W-8 BEN or 4224W-8 ECI, certifying in either case that such Lender assignee is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender assignee which so delivers a Form 1001 W-8 BEN or 4224 W-8 ECT further undertakes to deliver to each of the Borrower and (for the Agent two benefit of each Credit Party) an additional copies copy of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 W-8 BEN and one calendar year for Form 4224W-8 ECI) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent(on behalf of any Credit Party), in each case certifying that such Lender assignee is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender assignee from duly completing and delivering any such form with respect to it and such Lender assignee advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or complete exemption from withholding of United States federal income tax; provided however, that such assignee shall take such action as is required under Section 3.6 of this Agreement.

Withholding Tax Exemption. (i) At least five Business Days ------------------------- prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated or otherwise organized under the laws of the United States of America, or a state thereof, thereof (a "NON-U.S. LENDER") agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI, certifying in either case that such Non-U.S. Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender which so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agent (x) two renewals or additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, . All forms or amendments described in each case certifying the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation ------ any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Non-U.S. Lender from duly completing and delivering any such form with respect to it and such Non-U.S. Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to this Section 2.22, above (unless such failure is due to a change in treaty, law ------------ or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification with respect to taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to taxes because of its failure to deliver a form required under this Section 2.22, ------------ the Borrowers, respectively, shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such taxes.